Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698931859126.pdf (New Zealand)
Reprint as at 1 April 2008 Takeovers Act 1993 Public Act Date of assent 1993 No 107 28 September 1993 Contents Title Short Title and commencement Interpretation Act to bind the Crown Object of this Act Part 1 Takeovers Panel Establishment of Takeovers Panel Membership of Panel Associate members [Repealed] Panel may act by divisions Membership and Chairperson of division Powers of division Functions of Panel 7A 7B 7C 8 Page 6 7 7 11 11 12 12 13 13 14 15 15 Note Changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in this eprint.
A general outline of these changes is set out in the notes at the end of this eprint, together with other explanatory material about this eprint.
This Act is administered in the Ministry of Commerce 1 Takeovers Act 1993 Reprinted as at 1 April 2008 15A 15B 16 17 17A 26 27 28 29 30 31 Powers of Panel to take evidence [Repealed] Provisions relating to certain proceedings before Panel [Repealed] Protection from liability for Panel and members, ofﬁcers, and employees Meetings [Repealed] Power to prohibit disclosure of information, documents, and evidence [Repealed] Delegation Powers [Repealed] Sharing of information with Securities Commission Sharing of information with Commerce Commission Annual reports [Repealed] Annual fee in respect of funding of Panel Panel deemed to be public authority [Repealed] Further provisions applying to Panel Part 2 Takeovers code Power to make takeovers code Objectives of takeovers code Matters to be considered by Minister in making recommendations concerning takeovers code Speciﬁc provisions applying to takeovers code Takeovers code not to apply in certain cases Co­ordination with Australia Minister to consult Panel Panel to consult with Minister [Repealed] Action taken by Takeover Panel Advisory Committee [Repealed] Approval of takeovers code [Repealed] Order in Council deemed to be regulation [Repealed] Minister may request formulation of further takeovers code [Repealed] Revocation of takeovers code [Repealed] Part 3 Investigation and enforcement Subpart 1—Investigation and enforcement by Panel Panel’s powers of inspection 31A Power to inspect documents 2 16 16 17 18 18 18 19 19 19 20 20 20 21 21 21 22 23 24 24 24 25 25 25 25 25 25 26 Reprinted as at 1 April 2008 Takeovers Act 1993 31B Power to request or approve Registrar or authorised person to inspect documents 31BA Limits on exercise of power to inspect documents 31BB Requirements for persons authorised to inspect documents 31C 31D 31E 31EA No privilege against self­incrimination 31EB Protections from liability for persons exercising powers Disclosure of information from inspection Powers not limited Non­disclosure of
 information from inspection of inspection 31F Offences Offences Appeals 31G 31H 31I 31J 31K Rights of appeal Time for appeal Situation while appeal pending Determination of appeal Requirements where appeal allowed Panel’s powers for receiving evidence 31L Who may receive evidence 31M Admissibility of evidence 31MA How evidence may be given Power to summon witnesses 31N 31O Witnesses’ expenses Exercise of inspection and evidence powers for overseas regulators 31P 31Q 31R 31S Power of Panel to act on requests of overseas regulators Panel’s consideration of requests Conditions that may be imposed on providing information to overseas regulators Undertakings to be obtained before providing certain information to overseas regulators Panel’s power to accept undertakings 31T 31U Panel may accept undertakings Enforcement of undertakings Proceedings before Panel 31V Right to be heard and represented at proceedings before Panel 27 27 28 28 29 29 30 30 30 31 31 32 32 32 33 34 34 34 35 36 36 37 38 38 38 39 3 Takeovers Act 1993 Reprinted as at 1 April 2008 31W Panel to hear proceedings in private Power to make conﬁdentiality orders 31X Enforcement of takeovers code by Panel 32 Panel’s powers in respect of compliance with takeovers code Temporary restraining orders 33 33AA Permanent compliance orders Miscellaneous provisions for investigation and enforcement by Panel 33A Witnesses and counsel to have privileges of witnesses and 33B 33C 33D counsel in Court No privilege against self­incrimination Restrictions on use of self­incriminating statements obtained by summons Limitation on disclosure of information obtained in Panel’s operations Subpart 2—Enforcement by Court Overview of enforcement powers and civil remedies 33E Overview of enforcement powers and civil remedies Injunctions 33F What Court may injunct 33G When Court may grant injunctions and interim injunctions Undertaking as to damages not required by Panel 33H Various civil remedy orders 33I 33J When Court may make
 various civil remedy orders Terms of various civil remedy orders Compensatory orders 33K When Court may make compensatory orders 33L Terms of compensatory orders Pecuniary penalty orders and declarations of contravention 33M When Court may make pecuniary penalty orders and declarations of contravention Purpose and effect of declarations of contravention 33N 33O What declarations of contravention must state 33P Maximum amount of pecuniary penalty 4 40 40 41 43 44 44 45 45 46 47 48 48 48 49 49 51 51 52 53 53 53 Reprinted as at 1 April 2008 Takeovers Act 1993 33Q 33R Considerations for Court in determining pecuniary penalty Court must order that recovery from pecuniary penalty be applied to Panel’s actual costs General Court may make orders [Repealed] Persons who may apply Orders [Repealed] Interim orders [Repealed] Court may have regard to determinations and recommendations by Panel Orders directing disposal of securities [Repealed] Revocation, variation, and suspension of orders [Repealed] Court may excuse contravention Court may require person to give evidence or produce documents relating to interests in securities More than 1 civil remedy order may be made for same conduct Only 1 pecuniary penalty order may be made for same conduct Standard of proof for civil remedies Time limit for applying for civil remedies Subpart 3—Offences General offences General offences Conviction of offence under section 44 excluded in certain cases False or misleading statement or information False or misleading statement or information Criminal liability for false or misleading statement or information Exception for disclosure by investment advisers or brokers Fair Trading Act 1986 excluded 34 35 36 37 38 39 40 41 42 43 43A 43B 43C 44 44A 44B 44C 44D 44E Subpart 4—Other Court orders Management bans 44F When Court may make management banning orders 44G Terms of management banning orders 54 54 55 55 57 57 57 57 57 58 58 59 59 59 60 60 61 62 62 63 63 63 64 5 Takeovers Act 1993 Reprinted
 as at 1 April 2008 44H 44I 44J 44K Offence of contravening management banning order Only one management banning order may be made for same conduct Persons automatically banned from management General provisions for bans and banning orders Orders to preserve assets to satisfy claims 44L When Court may prohibit payment or transfer of money, securities, or other property 44M What orders may be made 44N 44O 44P Interim orders Relationship with other law Offence Subpart 5—General Jurisdiction of Courts in New Zealand Court may order payment of Panel’s costs Orders to secure compliance Giving notice of applications for Court orders General provisions as to Court’s orders Persons entitled to appear before Court 44Q 44R 44S 44T 44U 44V 44W Knowledge of matters presumed if employee or agent knows matters No pecuniary penalty and ﬁne for same conduct 44X Part 4 Miscellaneous 45 46 47 48 49 50 Panel may grant exemptions Regulations Amendment to Ofﬁcial Information Act 1982 [Repealed] Amendment to Public Finance Act 1989 [Repealed] Repeal of Companies Amendment Act 1963 Amendment to Public Finance Act 1989 [Repealed] Schedule Provisions applying to Takeovers Panel 64 65 65 65 66 67 69 69 69 70 70 70 71 71 71 72 72 72 74 74 74 75 75 75 The long title was repealed, as from 1 December 2002, by section 3 Takeovers Amendment Act 2002 (2002 No 45).
6 Reprinted as at 1 April 2008 Takeovers Act 1993 s 2 BE IT ENACTED by the Parliament of New Zealand as follows: 1 (1) (2) (3) 2 (1) Short Title and commencement This Act may be cited as the Takeovers Act 1993.

Except as provided in subsection (3) of this section, this Act shall come into force on the 1st day of July 1994.

Section 17 and Part 3 come into force on 1 June 2001.

Subsection (3) was substituted, as from 1 June 2001, by section 3 Takeovers Amendment Act 2001 (2001 No 30).
Interpretation In this Act, unless the context otherwise requires,— company has the same meaning as in section 2(1) of the Companies Act 1993 company: this deﬁnition was substituted, as from 25 October 2006, by section 4(1) Takeovers Amendment Act 2006 (2006 No 48).

See sections 31 and 32 of that Act for the transitional provisions.
Court means, in relation to any matter, the Court before which the matter is to be determined Court: this deﬁnition was substituted, as from 1 December 2002, by section 4(1) Takeovers Amendment Act 2002 (2002 No 45).
Director means, in relation to a company or other body corporate, any person occupying the position of a director of the company or body by whatever name called document means any record of information; and includes— anything on which there is writing or any image; and (a) information recorded by means of any article or device (b) (for example, a disk) from which information is capable of being reproduced with or without the aid of any other article or device; and (c) material subsequently derived from information recorded by that means Document: this deﬁnition was substituted, as from 1 December 2002, by section 4(2) Takeovers Amendment Act 2002 (2002 No 45).
Minister means the Minister of the Crown who, under the authority of any warrant or with the authority of the 7 s 2 Takeovers Act 1993 Reprinted as at 1 April 2008 is for the time being responsible for the Prime Minister, administration of this Act Minister: substituted, as from 1 October 1995, by section 10(3) Department of Justice (Restructuring) Act 1995 (1995 No 39).
overseas regulator means a body in another country with functions corresponding to those of the Panel overseas regulator: this deﬁnition was inserted, as from 1 December 2002, by section 4(3) Takeovers Amendment Act 2002 (2002 No 45).

Panel— (a) means the Takeovers Panel established under Part 1; or for the purposes of determining any matter or class (b) of matter speciﬁed in a determination under section 7A, means the division of the Panel speciﬁed in the determination in accordance with section 7C(1)(a).
this deﬁnition was substituted, as from 25 January 2005, by section Panel: 200 Crown Entities Act 2004 (2004 No 115).

Public issuer[Repealed] public issuer: this deﬁnition was amended, as from 1 December 2002, by section 30 Securities Markets Amendment Act 2002 (2002 No 44) by substituting the words “registered exchange” for the words “stock exchange” in each place they occur.

public issuer: this deﬁnition was repealed, as from 25 October 2006, by section 4(4) Takeovers Amendment Act 2006 (2006 No 48).
See sections 31 and 32 of that Act for the transitional provisions.

[Repealed] quoted, in relation to securities of a person, means securities of the person that are approved for trading on a registered exchange’s market (and, for the avoidance of doubt, securities do not cease to be quoted merely because trading in those securities is suspended) quoted: this deﬁnition was inserted, as from 25 October 2006, by section 4(3) Takeovers Amendment Act 2006 (2006 No 48).
See sections 31 and 32 of that Act for the transitional provisions.

registered exchange has the meaning set out in section 2(1) of the Securities Markets Act 1988 registered exchange: this deﬁnition was inserted, as from 1 December 2002, by section 30 Securities Markets Amendment Act 2002 (2002 No 44).
registered exchange’s market has the meaning set out in section 2(1) of the Securities Markets Act 1988. registered exchange’s market: this deﬁnition was inserted, as from 1 December 2002, by section 30 Securities Markets Amendment Act 2002 (2002 No 44).
8 Reprinted as at 1 April 2008 Takeovers Act 1993 s 2 this deﬁnition was inserted, as from 1 June 2001, by section Registrar means a person who for the time being holds the ofﬁce of Registrar of Companies or Deputy Registrar of Companies in accordance with the Companies Act 1993 Registrar: 4 Takeovers Amendment Act 2001 (2001 No 30).
Securities Commission means the Securities Commission established by section 9 of the Securities Act 1978 Securities Commission: this deﬁnition was inserted, as from 1 June 2001, by section 4 Takeovers Amendment Act 2001 (2001 No 30).
Security, in relation to a speciﬁed company, means— (a) An equity security within the meaning of section 2 of the Securities Act 1978, whether or not the security carries voting rights: (c) (b) A debt security within the meaning of section 2 of the Securities Act 1978 which carries the right to vote at any annual or general meeting of the speciﬁed company: A participatory security within the meaning of section 2 of the Securities Act 1978 which carries the right to vote at any annual or general meeting of the speciﬁed company,— and includes a security that is convertible, at the option of the security holder, into a security of the type referred to in paragraph (a) or paragraph (b) or paragraph (c) of this deﬁnition speciﬁed company means a company that— (a) is a party to a listing agreement with a registered exchange and that has securities that confer voting rights quoted on the registered exchange’s market; or (b) was within paragraph (a) at any time during a period speciﬁed in the takeovers code (being a period not exceeding 12 months before any date or the occurrence of any event referred to in the code); or has 50 or more shareholders (c) speciﬁed company: this deﬁnition was substituted, as from 25 October 2006, by section 4(2) Takeovers Amendment Act 2006 (2006 No 48).
See sections 31 and 32 of that Act for the transitional provisions.

Stock exchange[Repealed] Stock exchange: this deﬁnition was repealed, as from 1 December 2002, by section 30 Securities Markets Amendment Act 2002 (2002 No 44).

[Repealed] 9 s 2 Takeovers Act 1993 Reprinted as at 1 April 2008 takeovers code means the regulations made under section 19 takeovers code: this deﬁnition was inserted, as from 1 December 2002, by section 4(3) Takeovers Amendment Act 2002 (2002 No 45).
voting right means a currently exercisable right to cast a vote at meetings of shareholders of a company, not being a right to vote that is exercisable only in 1 or more of the following circumstances (a) during a period in which a payment or distribution (or part of a payment or distribution) in respect of the security that confers the voting right is in arrears or some other default exists: on a proposal that affects rights attached to the security that confers the voting right: on a proposal to put the company into liquidation: on a proposal for the disposal of the whole, or a material part, of the property, business, and undertaking of the company: during the liquidation of the company: in respect of a special, immaterial, or remote matter that is inconsequential to control of the company.
(b) (c) (d) (e) (f) voting right: this deﬁnition was inserted, as from 25 October 2006, by section 4(3) Takeovers Amendment Act 2006 (2006 No 48).

See sections 31 and 32 of that Act for the transitional provisions.
In sections 32, 33, and 33AA and in subpart 2 of Part 3 (which contain the enforcement powers of the Panel and the Court), unless the context otherwise requires, contravene the takeovers code or not act in compliance with the takeovers code includes— (a) a contravention of the takeovers code or a term or con­ dition of an exemption from the takeovers code; or an attempt to contravene the takeovers code or a term or condition of an exemption from the takeovers code; or aiding, abetting, counselling, or procuring any other person to contravene the takeovers code or a term or condition of an exemption from the takeovers code; or inducing, or attempting to induce, any other person, whether by threats or promises or otherwise, to contra­ vene the takeovers code or a term or condition of an exemption from the takeovers code; or (b) (c) (d) (2) 10 Reprinted as at 1 April 2008 Takeovers Act 1993 s 4 3 4 (e) (f) being in any way, directly or indirectly, knowingly con­ cerned in, or a party to, the contravention by any other person of the takeovers code or a term or condition of an exemption from the takeovers code; or conspiring with any other person to contravene the takeovers code or a term or condition of an exemption from the takeovers code.
Subsection (2) was repealed, as from 1 December 2002, by section 4(4) Takeovers Amendment Act 2002 (2002 No 45).

Subsection (2) was inserted, as from 25 October 2006, by section 4(5) Takeovers Amendment Act 2006 (2006 No 48).

See sections 31 and 32 of that Act for the transitional provisions.

Act to bind the Crown This Act binds the Crown.
Object of this Act The object of this Act is to— (a) (b) Establish a panel to be called the Takeovers Panel: empower the Minister, in consultation with the Panel, to formulate and make recommendations concerning the takeovers code (which sets out the rules applying to takeovers of speciﬁed companies): provide for the administration and enforcement of the takeovers code: provide criminal liability for false or misleading state­ ments or information in relation to takeovers of speci­ ﬁed companies: empower the Panel to keep under review, and promote public understanding of, the law relating to takeovers of speciﬁed companies: empower the Panel to co­operate with overseas regula­ tors.
(c) (ca) (d) (e) Paragraph (a) was amended, as from 1 December 2002, by section 5(1) Takeovers Amendment Act 2002 (2002 No 45) by omitting the words “for the purpose of formulating and recommending rules in the form of a proposed code applying to takeovers of speciﬁed companies”.

Paragraphs (b) and (c) were substituted, as from 1 December 2002, by section 5(2) Takeovers Amendment Act 2002 (2002 No 45).
11 Part 1 s 5 Takeovers Act 1993 Reprinted as at 1 April 2008 Paragraph (ca) was inserted, as from 25 October 2006, by section 5 Takeovers Amendment Act 2006 (2006 No 48).

See sections 31 and 32 of that Act for the transitional provisions.

Paragraphs (d) and (e) were substituted, as from 1 December 2002, by section 5(2) Takeovers Amendment Act 2002 (2002 No 45).

Part 1 Takeovers Panel 5 (1) (2) (3) Establishment of Takeovers Panel There is hereby established a panel to be called the Takeovers Panel.
The Panel is a Crown entity for the purposes of section 7 of the Crown Entities Act 2004.

The Crown Entities Act 2004 applies to the Panel except to the extent that this Act expressly provides otherwise.

(4) Members of the Panel are the board for the purposes of the Crown Entities Act 2004.

Subsection (2) was substituted, as from 25 January 2005, by section 200 Crown Entities Act 2004 (2004 No 115).
Subsections (3) and (4) were inserted, as from 25 January 2005, by section 200 Crown Entities Act 2004 (2004 No 115).

6 (1) Membership of Panel The Panel shall consist of not less than 5 and not more than 11 members.
(2) Despite clause 1(2) of Schedule 5 of the Crown Entities Act 2004, 1 member must be appointed by the Governor­General, on the recommendation of the Minister, as chairperson of the Panel, and another must be appointed by the Governor­Gen­ eral, on the recommendation of the Minister, as deputy chair­ person of the Panel.

(2A) The chairperson and any deputy chairperson of the Panel may only be removed from ofﬁce as chairperson or deputy chair­ person for just cause.
(3) At least 1 member of the Panel must be a barrister, a solicitor, or a barrister and solicitor of the High Court of not less than 7 years’ practice.

The Minister must not recommend a person for appointment as a member of the Panel unless, in the opinion of the Minister, (4) 12 Reprinted as at 1 April 2008 Takeovers Act 1993 Part 1 s 7A (5) that person is qualiﬁed or experienced in business, accounting, or law.

Subsection (4) does not limit section 29 of the Crown Entities Act 2004.
Subsection (1) was amended, as from 1 December 2002, by 6(1) Takeovers Amendment Act 2002 (2002 No 45) by substituting the expression “11” for the expression “8”.

Subsection (1) was amended, as from 25 January 2005, by section 200 Crown Entities Act 2004 (2004 No 115) by omitting the words “appointed from time to time by the Minister”.

Subsection (2) was substituted, as from 25 January 2005, by section 200 Crown Entities Act 2004 (2004 No 115).
Subsection (2A) was inserted, as from 25 January 2005, by section 200 Crown Entities Act 2004 (2004 No 115).

Subsection (3) was amended, as from 1 December 2002, by 6(2) Takeovers Amendment Act 2002 (2002 No 45) by substituting the words “barrister, a so­ licitor, or a barrister and solicitor” for the words “barrister or solicitor”.

Subsection (4) was substituted, as from 25 January 2005, by section 200 Crown Entities Act 2004 (2004 No 115).
Subsection (5) was inserted, as from 25 January 2005, by section 200 Crown Entities Act 2004 (2004 No 115).

7 Associate members [Repealed] Section 7 was repealed, as from 1 December 2002, by section 7(1) Takeovers Amendment Act 2002 (2002 No 45).

See, however, section 7(2) and (3) Takeovers Amendment Act 2002 (2002 No 45) as to the continuation of existing appointments.
7A Panel may act by divisions (1) The Panel or Chairperson may determine that the powers of the Panel in relation to any matter or class of matters may be exercised by separate divisions of the Panel.

(2) However, the Panel or Chairperson must not determine that a separate division of the Panel may exercise— (a) any power in connection with the performance of its functions under section 8(1)(a): the power of the Panel to grant an exemption under sec­ tion 45(1)(b).
(b) (3) The Panel or Chairperson may revoke or amend a determin­ ation made under subsection (1).

13 Part 1 s 7B Takeovers Act 1993 Reprinted as at 1 April 2008 (4) (5) (6) Every determination (or revocation or amendment of a deter­ mination) must be recorded in writing and signed by 3 mem­ bers or the Chairperson.

The powers in this section are an exception to clause 14 of Schedule 5 of the Crown Entities Act 2004.
Clause 7 of Schedule 5 of that Act applies to meetings of a special division of the Panel.

Sections 7A to 7C were inserted, as from 1 June 2001, by section 5(1) Takeovers Amendment Act 2001 (2001 No 30).

Section 7A was substituted, as from 1 December 2002, by section 8 Takeovers Amendment Act 2002 (2002 No 45).

Subsections (5) and (6) were inserted, as from 25 January 2005, by section 200 Crown Entities Act 2004 (2004 No 115).
7B Membership and Chairperson of division (1) Each division consists of the members who are assigned to it for the time being by the Panel or the Chairperson.

(1A) Each division must have at least 3 members.

(2) If the members appointed to a division do not include either the Chairperson or the Deputy Chairperson, the Panel or Chairper­ son must nominate 1 of those members as Chairperson of that division.
Sections 7A to 7C were inserted, as from 1 June 2001, by section 5(1) Takeovers Amendment Act 2001 (2001 No 30).

Subsection (1) was substituted, as from 1 December 2002, by section 9(1) Takeovers Amendment Act 2002 (2002 No 45).

Subsection (1A) was inserted, as from 1 December 2002, by section 9(1) Takeovers Amendment Act 2002 (2002 No 45).
Subsection (2) was amended, as from 1 December 2002, by section 9(2) Takeovers Amendment Act 2002 (2002 No 45) by inserting the words “Panel or” before the word “Chairperson” in the third place it occurs.

Subsection (3) was repealed, as from 25 January 2005, by section 200 Crown Entities Act 2004 (2004 No 115).

Subsection (4) was inserted, as from 1 December 2002, by section 9(3)Takeovers Amendment Act 2002 (2002 No 45).
Subsection (4) was repealed, as from 25 January 2005, by section 200 Crown Entities Act 2004 (2004 No 115).

(3) (4) 14 Reprinted as at 1 April 2008 Takeovers Act 1993 Part 1 s 8 7C Powers of division (1) (b) For the purposes of determining any matter or class of matter speciﬁed in a determination under section 7A,— (a) the Panel consists of the division of the Panel speciﬁed in the determination; and the powers of any such division are not affected by any changes or vacancies in its membership.
(2) A division of the Panel may exercise powers of the Panel under this Act even though another division of the Panel is exercising powers of the Panel at the same time.

Sections 7A to 7C were inserted, as from 1 June 2001, by section 5(1) Takeovers Amendment Act 2001 (2001 No 30).

Subsection (1) was amended, as from 1 December 2002, by section 10(1) Takeovers Amendment Act 2002 (2002 No 45) by substituting the word “determination” for the word “direction” in both places it occurs.
Subsection (1)(a) was amended, as from 1 December 2002, by section 10(2) Takeovers Amendment Act 2002 (2002 No 45) by substituting the word “consists” for the words “is deemed to consist”.
8 (1) Functions of Panel The Panel has the following functions: (a) (c) (d) (e) (ea) to keep under review the law relating to takeovers of speciﬁed companies and to recommend to the Minister any changes to that law that it considers necessary: (b) For the purposes of paragraph (a), to keep under review practices relating to takeovers of speciﬁed companies: To investigate any act or omission or practice for the purpose of exercising its powers and functions under Part 3 of this Act: To make determinations and orders and make applica­ tions to the Court in accordance with Part 3 of this Act: to co­operate with any overseas regulator and, for that purpose (but without limiting this function), to com­ municate, or make arrangements for communicating, to that overseas regulator information obtained by the Panel in the performance of its functions and powers (whether or not conﬁdential) that the Panel considers may assist that overseas regulator in the performance of its functions: 15 Part 1 s 9 Takeovers Act 1993 Reprinted as at 1 April 2008 (f) (g) To promote public understanding of the law and practice relating to takeovers: To perform such other functions as are conferred on it by this Act.
In the exercise of its functions and powers under Part 3 of this Act and the takeovers code, the Panel shall comply with the principles of natural justice.

Except as expressly provided otherwise in this or any other Act, the Panel must act independently in performing its statu­ tory functions and duties, and exercising its statutory powers, under— (a) (b) this Act; and any other Act that expressly provides for the functions, powers, or duties of the Panel (other than the Crown Entities Act 2004).
Subsection (1)(a) was substituted, as from 1 December 2002, by section 11(1) Takeovers Amendment Act 2002 (2002 No 45).

Subsection (1)(b) was repealed, as from 1 December 2002, by section 11(1) Takeovers Amendment Act 2002 (2002 No 45).

Subsection (1)(c) was amended, as from 1 December 2002, by section 11(2) Takeovers Amendment Act 2002 (2002 No 45) by substituting the words “paragraph (a)” for the words “paragraphs (a) and (b) of this section”.
Subsection (1)(ea) was inserted, as from 1 December 2002, by section 11(3) Takeovers Amendment Act 2002 (2002 No 45).

Subsection (3) was inserted, as from 25 January 2005, by section 200 Crown Entities Act 2004 (2004 No 115).

Powers of Panel to take evidence [Repealed] Sections 9 and 10 were repealed, as from 1 December 2002, by section 12 Takeovers Amendment Act 2002 (2002 No 45).
Provisions relating to certain proceedings before Panel [Repealed] Sections 9 and 10 were repealed, as from 1 December 2002, by section 12 Takeovers Amendment Act 2002 (2002 No 45).

Subsection (3) was substituted, as from 1 June 2001, by section 5(2) Takeovers Amendment Act 2001 (2001 No 30).
(2) (3) 9 10 16 Reprinted as at 1 April 2008 Takeovers Act 1993 Part 1 s 11 11 Protection from liability for Panel and members, ofﬁcers, and employees (1) No proceedings, civil or criminal, shall lie against the Panel for anything it may do or fail to do in the course of the exercise or intended exercise of its functions, unless it is shown that the Panel acted without reasonable care or in bad faith.
(2) No proceedings, civil or criminal, lie against any member of the Panel, or any ofﬁcer or employee of the Panel, or any mem­ ber of a committee of the Panel, for anything that person may do or say or fail to do or say in the course of the operations of the Panel, unless it is shown by the Panel that the person acted in bad faith.
(3) Nothing in subsections (1) and (2) of this section applies in respect of proceedings for— (a) (b) (c) An offence against section 78 or section 78A or section 105 or section 105A of the Crimes Act 1961; or The offence of conspiring to commit an offence against section 78 or section 78A or section 105 or section 105A of the Crimes Act 1961; or The offence of attempting to commit an offence against section 78 or section 78A or section 105 or section 105A of the Crimes Act 1961.
(3A) Section 59(3) of the Crown Entities Act 2004 (which provides that a statutory entity may bring an action against a member for breach of an individual duty) does not apply, unless it is shown that the person acted in bad faith.

(3B) Sections 122 to 126 of the Crown Entities Act 2004 apply as if the conduct for which a person may be indemniﬁed or insured under those sections were conduct that is covered by the pro­ tection from liability in this section.
(3C) This section contains an exception to section 121 of the Crown Entities Act 2004.
(4) (5) (6) (7) (8) (9) 17 Part 1 s 12 Takeovers Act 1993 Reprinted as at 1 April 2008 (10) For the purposes of clause 3 of Part 2 of Schedule 1 to the Defamation Act 1992, any statement, document, determin­ ation, order, or decision made by the Panel in the exercise or intended exercise of any of its functions or powers shall be deemed to be an ofﬁcial report made by a person holding an inquiry under the authority of the Parliament of New Zealand.
(11) Compare: 1986 No 5 s 106; 1990 No 41 s 39 The heading to section 11 was substituted, as from 1 December 2002, by section 13(1) Takeovers Amendment Act 2002 (2002 No 45).

Subsection 2 was amended, as from 1 December 2002, by section 11(2) Takeovers Amendment Act 2002 (2002 No 45) by omitting the words “or associate member”.

Subsection (2) was substituted, as from 25 January 2005, by section 200 Crown Entities Act 2004 (2004 No 115).
Subsections (3A) to (3C) were inserted, as from 25 January 2005, by section 200 Crown Entities Act 2004 (2004 No 115).

Subsections (4) to (9) were repealed, as from 1 December 2002, by section 13(3) Takeovers Amendment Act 2002 (2002 No 45).

Subsection (11) was repealed, as from 25 January 2005, by section 200 Crown Entities Act 2004 (2004 No 115).

12 Meetings [Repealed] Sections 12 and 13 were repealed, as from 1 December 2002, by section 14 Takeovers Amendment Act 2002 (2002 No 45).
Power to prohibit disclosure of information, documents, and evidence [Repealed] Sections 12 and 13 were repealed, as from 1 December 2002, by section 14 Takeovers Amendment Act 2002 (2002 No 45).

Delegation The Panel may not delegate the powers in sections 31A, 31X, 32, and 45(1).

In other respects, section 73 of the Crown Entities Act 2004 ap­ plies.
Subsection (1) was amended, as from 1 December 2002, by section 15 Takeovers Amendment Act 2002 (2002 No 45) by substituting the expression “section 8(1)” for the expression “section 8”.

13 14 (1) (2) 18 Reprinted as at 1 April 2008 Takeovers Act 1993 Part 1 s 15B Subsection (1) was amended, as from 25 October 2006, by section 6 Takeovers Amendment Act 2006 (2006 No 48) by inserting the expression “31A,” after the word “sections”.

See sections 31 and 32 of that Act for the transitional provisions.
Subsection (2) was amended, as from 1 June 2001, by section 6 Takeovers Amendment Act 2001 (2001 No 30) by substituting the words “or section 45(1)” for the words “of this Act”.

Subsection (2) was amended, as from 1 December 2002, by section 38 Takeovers Amendment Act 2002 (2002 No 45) by substituting the expression “section 31X” for the expression “section 13”.

Section 14 was substituted, as from 25 January 2005, by section 200 Crown Entities Act 2004 (2004 No 115).
15 Powers [Repealed] Section 15 was repealed, as from 25 January 2005, by section 200 Crown En­ tities Act 2004 (2004 No 115).
15A Sharing of information with Securities Commission (1) The Takeovers Panel may communicate to the Securities Com­ mission any information that the Takeovers Panel— (a) holds in relation to the exercise of the Panel’s powers or the performance of its functions and duties; and considers may assist the Securities Commission in the exercise of the Commission’s powers or the perform­ ance of its functions and duties.
(b) (2) (3) The Takeovers Panel may use any information communicated to it by the Securities Commission under section 17A of the Securities Act 1978 in the Panel’s exercise of its powers or the performance of its functions and duties.

This section applies despite anything to the contrary in any enactment, contract, deed, or document.

Section 15A was inserted, as from 1 June 2001, by section 7 Takeovers Amend­ ment Act 2001 (2001 No 30).
15B Sharing of information with Commerce Commission (1) The Panel may communicate to the Commerce Commission any information that the Panel— (a) holds in relation to the exercise of the Panel’s powers, or the performance of its functions and duties; and 19 Part 1 s 16 Takeovers Act 1993 Reprinted as at 1 April 2008 (b) considers may assist the Commerce Commission in the exercise of the Commerce Commission’s powers, or the performance of its functions and duties, in respect of the Fair Trading Act 1986.
The Panel may use any information communicated to it by the Commerce Commission under section 48A of the Fair Trading Act 1986 in the Panel’s exercise of its powers, or the perform­ ance of its functions and duties.

This section applies despite anything to the contrary in any enactment, contract, deed, or document.

Section 15B was inserted, as from 25 October 2006, by section 7 Takeovers Amendment Act 2006 (2006 No 48).

See sections 31 and 32 of that Act for the transitional provisions.
Annual reports [Repealed] Section 16 was repealed, as from 25 January 2005, by section 200 Crown En­ tities Act 2004 (2004 No 115).

Annual fee in respect of funding of Panel Each speciﬁed company shall pay such annual fee in respect of the funding of the Panel as may be prescribed by regulations made under this Act.
(2) (3) 16 17 (1) (2) Any such fee shall be— (a) (b) (c) Payable to the Registrar of Companies upon delivery to the Registrar of the company’s annual return; and Payable in addition to any fee payable in respect of the annual return; and Recoverable by the Registrar in any court of competent jurisdiction as a debt due to the Crown.

(3) The Registrar of Companies shall, as soon as practicable, remit to the Panel the fees paid under this section.
17A Panel deemed to be public authority [Repealed] Section 17A was inserted, as from 1 June 2001, by section 8 Takeovers Amend­ ment Act 2001 (2001 No 30).

Section 17A was repealed, as from 25 January 2005, by section 200 Crown Entities Act 2004 (2004 No 115).

20 Reprinted as at 1 April 2008 Takeovers Act 1993 Part 2 s 20 18 Further provisions applying to Panel The provisions set out in the Schedule to this Act apply in respect of the Panel.
Part 2 Takeovers code Power to make takeovers code The Governor­General may, by Order in Council made on the recommendation of the Minister, make regulations setting out the rules applying to takeovers of speciﬁed companies (a takeovers code).

The Minister must formulate and make his or her recommen­ dations in accordance with this Part.

Section 19 was substituted, as from 1 December 2002, by section 16 Takeovers Amendment Act 2002 (2002 No 45).
See section 38 Takeovers Amendment Act 2002 (2002 No 45) as to a transitional provision relating to the existing takeovers code.
Objectives of takeovers code In formulating recommendations concerning a takeovers code, the Minister shall consider the following objectives as the ob­ jectives for the code, namely,— (a) (b) Encouraging the efﬁcient allocation of resources: Encouraging competition for the control of speciﬁed companies: Assisting in ensuring that the holders of securities in a takeover are treated fairly: Promoting the international competitiveness of New Zealand’s capital markets: Recognising that the holders of securities must ultim­ ately decide for themselves the merits of a takeover offer: (c) (d) (e) (f) Maintaining a proper relation between the costs of com­ pliance with the code and the beneﬁts resulting from it.
In formulating recommendations concerning a takeovers code, it is for the Minister to determine the weight that should be given to any particular objective or objectives referred to in subsection (1).
21 19 (1) (2) 20 (1) (2) (3) Part 2 s 21 Takeovers Act 1993 Reprinted as at 1 April 2008 (4) Subsection (1) was amended, as from 1 December 2002, by section 17(1) Takeovers Amendment Act 2002 (2002 No 45) by substituting the words “recommendations concerning a takeovers code, the Minister” for the word “a takeovers code the Panel”.

See section 38 Takeovers Amendment Act 2002 (2002 No 45) as to a transitional provision relating to the existing takeovers code.
Subsection (2) was substituted, as from 1 December 2002, by section 17(2) Takeovers Amendment Act 2002 (2002 No 45).

See section 38 Takeovers Amendment Act 2002 (2002 No 45) as to a transitional provision relating to the existing takeovers code.

Subsections (3) and (4) were repealed, as from 1 December 2002, by section 17(2) Takeovers Amendment Act 2002 (2002 No 45).

See section 38 Takeovers Amendment Act 2002 (2002 No 45) as to a transitional provision relating to the existing takeovers code.
21 Matters to be considered by Minister in making recommendations concerning takeovers code Without limiting the matters that the Minister may consider, the Minister must, in formulating recommendations concern­ ing a takeovers code, consider whether the code should pro­ vide— (a) (b) (c) (d) (e) (f) That advance notice and publicity should be given of takeovers: That in a takeover, the speciﬁed company and its secur­ ity holders should be fully informed: That in a takeover, offers should be made to all secur­ ity holders, that the consideration offered should be the same for all security holders, and that all security hold­ ers should have the same opportunity for acceptance: That incremental acquisitions and partial bids should be permitted: That there should be rules to determine the price or prices payable for the acquisition of securities in a takeover: For the compulsory acquisition of securities in a speci­ ﬁed company at the option of offerors or security hold­ ers, or both: For the regulation of defensive tactics.
(g) The heading to section 21 was amended, as from 1 December 2002, by section 18(1) Takeovers Amendment Act 2002 (2002 No 45) by substituting the words “Minister in making recommendations concerning” for the words “Panel in 22 Reprinted as at 1 April 2008 Takeovers Act 1993 Part 2 s 22 formulating”.

See section 38 Takeovers Amendment Act 2002 (2002 No 45) as to a transitional provision relating to the existing takeovers code.
Section 21 was amended, as from 1 December 2002, by section 18(2) Takeovers Amendment Act 2002 (2002 No 45) by substituting the words “Without limit­ ing the matters that the Minister may consider, the Minister must, in formu­ lating recommendations concerning” for the words “Without limiting the mat­ ters that the Panel may consider, the Panel shall, in formulating”.

See section 38 Takeovers Amendment Act 2002 (2002 No 45) as to a transitional provision relating to the existing takeovers code.
22 Speciﬁc provisions applying to takeovers code Without limiting section 19, but subject to section 23, regula­ tions under that section may— (a) Deﬁne the transactions or classes of transactions in re­ lation to which the code applies and for that purpose deﬁne terms and expressions used in the code in such manner as it thinks ﬁt: Prescribe the requirements in relation to offers and the making of offers to acquire securities in a speciﬁed com­ pany in a takeover including requirements as to the form and content of those offers, variations of those offers, the time during which those offers are to remain open for acceptance, the persons to whom those offers are to be made, and the manner of acceptance: Prescribe the information, statements, certiﬁcates, and documents or other matters that must be supplied to a speciﬁed company and the security holders of the spe­ ciﬁed company in a takeover: Prescribe requirements for the registration by the Regis­ trar of Companies of documents in connection with a takeover: Prescribe the duties and obligations of a speciﬁed com­ pany and the directors of the speciﬁed company and other persons in a takeover.
(b) (c) (d) (e) Section 22 was amended, as from 1 December 2002, by section 19 Takeovers Amendment Act 2002 (2002 No 45) by substituting the words “Without limiting section 19, but subject to section 23, regulations under that section may” for the words “Without limiting the power to formulate a takeovers code, but subject to section 23 of this Act, the Panel may”.

See section 38 Takeovers Amendment Act 2002 (2002 No 45) as to a transitional provision relating to the existing takeovers code.
23 Part 2 s 23 Takeovers Act 1993 Reprinted as at 1 April 2008 23 24 Takeovers code not to apply in certain cases Nothing in the takeovers code shall require any person to com­ ply with the code— (a) By reason only of the fact that, on the coming into force of the code, a particular proportion of securities have been acquired in a speciﬁed company, whether by that person or any other person, before the code comes into force; or By reason of the acquisition of securities in a speciﬁed company, whether by that person or any other person, on or after the coming into force of the code, if the acquisition arises from the performance of a contractual obligation incurred, or the exercise of a right acquired, before the date on which an approved takeovers code comes into force.
(b) Paragraph (b) was amended, as from 1 December 2002, by section 20 Takeovers Amendment Act 2002 (2002 No 45) by omitting the words “under section 28(4) of this Act”.

See section 38 Takeovers Amendment Act 2002 (2002 No 45) as to a transitional provision relating to the existing takeovers code.
Co­ordination with Australia In formulating recommendations concerning a takeovers code, the Minister must have regard, as far as practicable, to any principles applying to the co­ordination of business law be­ tween Australia and New Zealand set out in any agreement or memorandum of understanding between the Governments of Australia and New Zealand.

Sections 24 and 25 were substituted, as from 1 December 2002, by section 21 Takeovers Amendment Act 2002 (2002 No 45).
See section 38 Takeovers Amendment Act 2002 (2002 No 45) as to a transitional provision relating to the existing takeovers code.

25 Minister to consult Panel The Minister must, in formulating recommendations concern­ ing a takeovers code, consult the Panel.

Sections 24 and 25 were substituted, as from 1 December 2002, by section 21 Takeovers Amendment Act 2002 (2002 No 45).

See section 38 Takeovers Amendment Act 2002 (2002 No 45) as to a transitional provision relating to the existing takeovers code.
24 Reprinted as at 1 April 2008 Takeovers Act 1993 Part 2 s 31 26 27 28 29 Panel to consult with Minister [Repealed] Sections 26 to 31 were repealed, as from 1 December 2002, by section 21 Takeovers Amendment Act 2002 (2002 No 45).

See section 38 Takeovers Amendment Act 2002 (2002 No 45) as to a transitional provision relating to the existing takeovers code.
Action taken by Takeover Panel Advisory Committee [Repealed] Sections 26 to 31 were repealed, as from 1 December 2002, by section 21 Takeovers Amendment Act 2002 (2002 No 45).

See section 38 Takeovers Amendment Act 2002 (2002 No 45) as to a transitional provision relating to the existing takeovers code.

Approval of takeovers code [Repealed] Sections 26 to 31 were repealed, as from 1 December 2002, by section 21 Takeovers Amendment Act 2002 (2002 No 45).
See section 38 Takeovers Amendment Act 2002 (2002 No 45) as to a transitional provision relating to the existing takeovers code.

Order in Council deemed to be regulation [Repealed] Sections 26 to 31 were repealed, as from 1 December 2002, by section 21 Takeovers Amendment Act 2002 (2002 No 45).

See section 38 Takeovers Amendment Act 2002 (2002 No 45) as to a transitional provision relating to the existing takeovers code.
30 Minister may request formulation of further takeovers code [Repealed] Sections 26 to 31 were repealed, as from 1 December 2002, by section 21 Takeovers Amendment Act 2002 (2002 No 45).

See section 38 Takeovers Amendment Act 2002 (2002 No 45) as to a transitional provision relating to the existing takeovers code.

31 Revocation of takeovers code [Repealed] Sections 26 to 31 were repealed, as from 1 December 2002, by section 21 Takeovers Amendment Act 2002 (2002 No 45).
See section 38 Takeovers Amendment Act 2002 (2002 No 45) as to a transitional provision relating to the existing takeovers code.

25 Part 3 s 31A Takeovers Act 1993 Reprinted as at 1 April 2008 Part 3 Investigation and enforcement Part 2A “Registrar’s powers of inspection” (comprising sections 31A to 31K) was inserted, as from 1 June 2001, by section 9 Takeovers Amendment Act 2001 (2001 No 30).
Part 3 “Investigation and enforcement” was substituted for Part 2A, as from 1 December 2002, by section 22 Takeovers Amendment Act 2002 (2002 No 45).

Subpart 1—Investigation and enforcement by Panel This heading was inserted, as from 25 October 2006, by section 8 Takeovers Amendment Act 2006 (2006 No 48).

See sections 31 and 32 of that Act for the transitional provisions.
Panel’s powers of inspection Part 2A (comprising sections 31A to 31K) was inserted, as from 1 June 2001, by section 9 Takeovers Amendment Act 2001 (2001 No 30).

The Part label and headings were substituted, as from 1 December 2002, by section 22 Takeovers Amendment Act 2002 (2002 No 45).

The previous Part label and headings read as “Part 2A”, “Registrar’s powers of inspection”, and “Inspection”.
31A Power to inspect documents (1) The Panel may, in accordance with section 31BA,— (a) (b) (c) (d) require any person to produce for inspection any docu­ ment kept by that person: if necessary, require any person to reproduce, or assist in reproducing, in usable form, information recorded in that document: inspect and make records of that document: for the purpose of making records of that document, take possession of that document, or any article or thing that the Panel reasonably requires to make a record of that document, and remove the document, article, or thing from the premises where it is kept for the period of time that is reasonable in the circumstances.
(2) Documents may be required under this section either speciﬁc­ ally, generally, or by class, nature, content, or effect.

Compare: 1978 No 103 s 67(1) Part 2A (comprising sections 31A to 31K) was inserted, as from 1 June 2001, by section 9 Takeovers Amendment Act 2001 (2001 No 30).

26 Reprinted as at 1 April 2008 Takeovers Act 1993 Part 3 s 31BA Sections 31A and 31B were substituted, as from 1 December 2002, by section 22 Takeovers Amendment Act 2002 (2002 No 45).
31B Power to request or approve Registrar or authorised (1) person to inspect documents The Panel may, in accordance with sections 31BA and 31BB, request or approve the Registrar, or any other person author­ ised by the Panel or Registrar, to carry out an inspection by doing any of the things in section 31A(1).

(3) (2) A request or approval under subsection (1) may relate to a particular case, or a class or classes of cases, speciﬁed by the Panel.
The fact that the Registrar, or any person authorised by the Panel or Registrar, does, or attempts to do, any of the things in section 31A(1) is sufﬁcient evidence that that inspection has been requested or approved by the Panel unless there is evidence to the contrary.

This section applies despite section 73 of the Crown Entities Act 2004.
Compare: 1978 No 103 s 67(2), (4) (4) Part 2A (comprising sections 31A to 31K) was inserted, as from 1 June 2001, by section 9 Takeovers Amendment Act 2001 (2001 No 30).

Sections 31A and 31B were substituted, as from 1 December 2002, by section 22 Takeovers Amendment Act 2002 (2002 No 45).

Subsection (4) was inserted, as from 25 January 2005, by section 200 Crown Entities Act 2004 (2004 No 115).
31BA Limits on exercise of power to inspect documents The Panel may only carry out an inspection under section 31A, or request or approve the Registrar or any other person under section 31B to carry out an inspection, if— (a) the inspection is for the purposes of— (i) (ii) this Act: complying with the request of an overseas regu­ lator under section 31P or otherwise co­operating with an overseas regulator; and (b) the Panel ﬁrst considers, along with any other relevant matters, any matters relating to the necessity or ex­ pediency of carrying out an inspection (for example, 27 Part 3 s 31BB Takeovers Act 1993 Reprinted as at 1 April 2008 whether it is practicable to obtain the information from other sources or by other means in the time available).
Sections 31BA and 31BB were inserted, as from 1 December 2002, by section 22 Takeovers Amendment Act 2002 (2002 No 45).

31BB Requirements for persons authorised to inspect (1) documents The Panel or Registrar must not authorise a person to carry out an inspection under section 31A unless the Panel or Registrar is satisﬁed that the person is suitably qualiﬁed or trained, or the person is a member of a class of persons who are suitably qualiﬁed or trained, to carry out an inspection.
(2) A person authorised by the Panel or Registrar to carry out an inspection under section 31A must, if requested at the time of carrying out the inspection, produce evidence of that person’s authority to carry out the inspection.

Sections 31BA and 31BB were inserted, as from 1 December 2002, by section 22 Takeovers Amendment Act 2002 (2002 No 45).
31C Disclosure of information from inspection (1) On the direction of the Panel or Registrar, a person who has made an inspection under section 31A must give all records and disclose all information acquired in the course of the in­ spection to any person speciﬁed by the Panel or Registrar for the purposes of— (a) this Act, the Securities Act 1978, the Securities Markets Act 1988, or any of the Acts listed in the First Schedule of the Securities Act 1978: detecting and prosecuting offences against any other Act, but, in this case, those records and information are not admissible in any criminal proceedings against the person from whom the records or information were ac­ quired or any person to whom the records or informa­ tion relate: assisting the Panel to comply with the request of an overseas regulator under section 31P or otherwise co­operate with an overseas regulator.
(b) (c) 28 Reprinted as at 1 April 2008 Takeovers Act 1993 Part 3 s 31E (2) The Minister may, by written notice, require the Panel or Registrar to give a direction under subsection (1), and the Panel or Registrar must comply with that requirement.

(2A) Section 115 of the Crown Entities Act 2004 does not apply to (3) (4) that requirement.

The Panel may, by written notice, require the Registrar to give a direction under subsection (1), and the Registrar must com­ ply with that requirement.
This section is subject to section 31X of this Act and to section 69N of the Securities Act 1978.

Compare: 1978 No 103 s 67(5), (6) Part 2A (comprising sections 31A to 31K) was inserted, as from 1 June 2001, by section 9 Takeovers Amendment Act 2001 (2001 No 30).

Section 31C was substituted, as from 1 December 2002, by section 23 Takeovers Amendment Act 2002 (2002 No 45).

Subsection (2A) was inserted, as from 25 January 2005, by section 200 Crown Entities Act 2004 (2004 No 115).
31D Powers not limited Sections 31A, 31B, and 31C do not limit any power that the Panel, Registrar, or any other person has under the Companies Act 1993 or any other enactment.

Compare: 1978 No 103 s 67(7) Part 2A (comprising sections 31A to 31K) was inserted, as from 1 June 2001, by section 9 Takeovers Amendment Act 2001 (2001 No 30).
Section 31D was amended, as from 1 December 2002, by section 24 Takeovers Amendment Act 2002 (2002 No 45) by substituting the words “Panel, Regis­ trar,” for the word “Registrar”.
31E Non­disclosure of information from inspection A person must not communicate to any other person any infor­ mation acquired in the course of an inspection under section 31A except— (a) (b) in accordance with section 31C; or for the purposes of this Act, the Securities Act 1978, the Securities Markets Act 1988, or any of the Acts listed in the First Schedule of the Securities Act 1978; or in accordance with the Ofﬁcial Information Act 1982 or the Privacy Act 1993; or (c) 29 Part 3 s 31EA Takeovers Act 1993 Reprinted as at 1 April 2008 (d) in the course of any criminal proceedings (but subject to the limitation in section 31C(1)(b)).
Compare: 1978 No 103 s 67A(1) Part 2A (comprising sections 31A to 31K) was inserted, as from 1 June 2001, by section 9 Takeovers Amendment Act 2001 (2001 No 30).

Paragraph (b) was amended, as from 1 December 2002, by section 25(1) Takeovers Amendment Act 2002 (2002 No 45) by inserting the words “, the Securities Act 1978, the Securities Markets Act 1988, or any of the Acts listed in the First Schedule of the Securities Act 1978”.
Paragraph (d) was amended , as from 1 December 2002, by section 25(2) Takeovers Amendment Act 2002 (2002 No 45) by inserting the words “(but subject to the limitation in section 31C(1)(b))”.

31EA No privilege against self­incrimination Section 33B applies to information and documents provided under section 31A.

Sections 31EA and 31EB were inserted, as from 1 December 2002, by section 26 Takeovers Amendment Act 2002 (2002 No 45).
31EB Protections from liability for persons exercising powers of inspection Without limiting any other statutory protection from liability, no person is liable for any act done or omitted to be done by the person in the performance or intended performance of the person’s powers under section 31A, section 31C, or section 31E unless the person acts in bad faith.

Sections 31EA and 31EB were inserted, as from 1 December 2002, by section 26 Takeovers Amendment Act 2002 (2002 No 45).
Offences This heading was repealed, as from 1 December 2002, by section 27 Takeovers Amendment Act 2002 (2002 No 45).
31F Offences (1) Every person commits an offence who— (a) refuses or fails, without reasonable excuse, to produce any document for inspection, or reproduce or assist in reproducing, in usable form, information recorded in that document, when required to do so under section 31A; or 30 Reprinted as at 1 April 2008 Takeovers Act 1993 Part 3 s 31H (2) (c) (b) wilfully resists or obstructs, or deceives or attempts to deceive, the Panel or Registrar, or any person authorised by the Panel or Registrar, in carrying out an inspection under section 31A; or is not the Panel, the Registrar, or a person authorised by the Panel or Registrar to carry out an inspection under section 31A and who wilfully communicates to any other person information acquired in the course of an inspection under that section; or (d) wilfully contravenes section 31E.
Every person who commits an offence against subsection (1) is liable on summary conviction to a ﬁne not exceeding $300,000 and, if the offence is a continuing one, to a further ﬁne not exceeding $10,000 for every day or part of a day during which the offence is continued.

Compare: 1978 No 103 ss 60(1)(a)­(c), 67A(2) Part 2A (comprising sections 31A to 31K) was inserted, as from 1 June 2001, by section 9 Takeovers Amendment Act 2001 (2001 No 30).
Section 31F was substituted , as from 1 December 2002, by section 28 Takeovers Amendment Act 2002 (2002 No 45).

Appeals This heading was repealed, as from 1 December 2002, by section 29 Takeovers Amendment Act 2002 (2002 No 45).

31G Rights of appeal A person who is aggrieved by an act or decision of the Panel or Registrar, or of any person authorised by the Panel or Regis­ trar, under any of sections 31A to 31C may appeal against the act or decision to the Court.
Compare: 1978 No 103 ss 68(1), 69A(1) Part 2A (comprising sections 31A to 31K) was inserted, as from 1 June 2001, by section 9 Takeovers Amendment Act 2001 (2001 No 30).

Section 31G was amended, as from 1 December 2002, by section 30 Takeovers Amendment Act 2002 (2002 No 45) by inserting the words “Panel or” before the word “Registrar” in both places it occurs.
31H Time for appeal An appeal under section 31G must be made— 31 Part 3 s 31I Takeovers Act 1993 Reprinted as at 1 April 2008 31I (a) within 21 days of the date on which the person was notiﬁed of the act, decision, or refusal; or (b) within any longer time allowed by the Court.

Compare: 1978 No 103 ss 68(1), 69A(1) Part 2A (comprising sections 31A to 31K) was inserted, as from 1 June 2001, by section 9 Takeovers Amendment Act 2001 (2001 No 30).
Situation while appeal pending While any appeal made under section 31G is pending,— (a) the Panel or Registrar, or any person authorised by the Panel or Registrar, may continue to exercise the powers under any of sections 31A to 31C as if no appeal had been made; and (c) (b) No person is excused from fulﬁlling his or her obliga­ tions under any of those sections by reason of the ap­ peal; and information that is obtained as a result of an inspection to which the appeal relates is not admissible as evidence in any criminal proceedings against the person to whom the information relates.
Compare: 1978 No 103 s 68(3) Part 2A (comprising sections 31A to 31K) was inserted, as from 1 June 2001, by section 9 Takeovers Amendment Act 2001 (2001 No 30).

Paragraph (a) was amended, as from 1 December 2002, by section 31(1) Takeovers Amendment Act 2002 (2002 No 45) by inserting the words “Panel or” before the word “Registrar” in both places it occurs.
Paragraph (a) was amended , as from 1 December 2002, by section 31(2) Takeovers Amendment Act 2002 (2002 No 45) by substituting the word “the” for the words “his or her”.

31J Determination of appeal The Court must determine the appeal by either dismissing the appeal or giving such directions or making such determination in the matter as it thinks ﬁt.
Compare: 1978 No 103 ss 68(2), 69A(2) Part 2A (comprising sections 31A to 31K) was inserted, as from 1 June 2001, by section 9 Takeovers Amendment Act 2001 (2001 No 30).
31K Requirements where appeal allowed To the extent that an appeal in respect of an act or decision of the Panel or Registrar, or any person authorised by the Panel 32 Reprinted as at 1 April 2008 Takeovers Act 1993 Part 3 s 31L or Registrar, under any of sections 31A to 31C is allowed or granted— (a) the Panel or Registrar must ensure that, as soon as prac­ ticable after the decision on the appeal is given, all records made by the Panel or Registrar, or by a per­ son authorised by the Panel or Registrar, under section 31A(1)(c) in respect of the act or decision are destroyed; and (b) No information acquired under paragraph (a) or para­ graph (b) of section 31A(1) in respect of the act or de­ cision is admissible in evidence in any proceedings.
Compare: 1978 No 103 s 68(3) Part 2A (comprising sections 31A to 31K) was inserted, as from 1 June 2001, by section 9 Takeovers Amendment Act 2001 (2001 No 30).

Section 31K was amended, as from 1 December 2002, by section 32 Takeovers Amendment Act 2002 (2002 No 45) by inserting the words “Panel or” before the word “Registrar” in each place it occurs.

Panel’s powers for receiving evidence This heading was inserted, as from 1 December 2002, by section 33 Takeovers Amendment Act 2002 (2002 No 45).
31L Who may receive evidence (1) The Panel may receive evidence through a member, ofﬁcer, or employee of the Panel, or any 2 or more of them.
(2) However, if a person who is summoned to give evidence under section 31N requests that the evidence be received at a meeting of the Panel, then— (a) subsection (1) does not apply, and the evidence must be received at a meeting of the Panel; and the meeting must not be held by a method under clause 8(b) of Schedule 5 of the Crown Entities Act 2004 ex­ cept with the consent of the person summoned.
Sections 31L to 31X were inserted, as from 1 December 2002, by section 33 Takeovers Amendment Act 2002 (2002 No 45).

(b) Sections 31L and 31M were substituted, as from 25 October 2006, by section 9 Takeovers Amendment Act 2006 (2006 No 48).

See sections 31 and 32 of that Act for the transitional provisions.
33 Part 3 s 31M Takeovers Act 1993 Reprinted as at 1 April 2008 31M Admissibility of evidence The Panel may receive in evidence, whether admissible in a court of law or not, any statement, document, information, or matter that,— (a) in the opinion of the person receiving it, may assist the Panel in dealing effectively with any matter before it; or the Panel may receive under section 31P.

(b) Sections 31L to 31X were inserted, as from 1 December 2002, by section 33 Takeovers Amendment Act 2002 (2002 No 45).
Sections 31L and 31M were substituted, as from 25 October 2006, by section 9 Takeovers Amendment Act 2006 (2006 No 48).

See sections 31 and 32 of that Act for the transitional provisions.
31MA How evidence may be given (1) The Panel may receive evidence— (a) (b) (c) given on oath: given not on oath: if the person receiving the evidence permits it, given by a written statement: if the person receiving the evidence thinks it is appro­ priate, given by a written statement veriﬁed on oath: given by audio­visual communication, if the Panel and the person giving the evidence agree.
(d) (e) (2) A member, ofﬁcer, or an employee of the Panel may administer an oath for the purpose of a person giving evidence on oath.

Section 31MA was inserted, as from 25 October 2006, by section 9 Takeovers Amendment Act 2006 (2006 No 48).

See sections 31 and 32 of that Act for the transitional provisions.
31N Power to summon witnesses (1) A member of the Panel may issue a summons to a person re­ quiring that person to appear (in the case of a body corporate, to appear by its authorised representative) before the Panel, or a member, ofﬁcer, or employee of the Panel, in relation to any matter before the Panel and to do any of the following things: (a) (b) (c) give evidence: give evidence under oath: provide any documents or information that are in the person’s possession or control and that are relevant to the matter.
34 Reprinted as at 1 April 2008 Takeovers Act 1993 Part 3 s 31O (2) The summons must be in writing, be signed by a member of the Panel, and state— (a) the date and time when, and the place where, the person must attend; and the documents or information that the person is required to provide (either generally, speciﬁcally, or by class, nature, content, or effect); and the person’s right to request that the person give evi­ dence at a meeting of the Panel; and the penalty for failing to attend under section 44.
(b) (c) (d) (3) A summons may be served,— (a) in the case of a natural person, by delivering it person­ ally to the person summoned or by leaving it at his or her usual place of residence or business at least 24 hours before his or her attendance is required: in the case of a body corporate, by leaving it at the body corporate’s usual place of business at least 24 hours be­ fore its attendance is required.
Compare: 1978 No 103 s 18(3); 1993 No 107 s 9(3) (b) Sections 31L to 31X were inserted, as from 1 December 2002, by section 33 Takeovers Amendment Act 2002 (2002 No 45).

Subsection (1) was substituted, as from 25 October 2006, by section 10(1) Takeovers Amendment Act 2006 (2006 No 48).

See sections 31 and 32 of that Act for the transitional provisions.
Subsection (2)(c) was amended, as from 25 October 2006, by section 10(2) Takeovers Amendment Act 2006 (2006 No 48) by substituting the words “the person” for the words “he or she”.

See sections 31 and 32 of that Act for the transitional provisions.

Subsection (3) was substituted, as from 25 October 2006, by section 10(3) Takeovers Amendment Act 2006 (2006 No 48).

See sections 31 and 32 of that Act for the transitional provisions.
31O Witnesses’ expenses (1) If a person has appeared as a witness (whether summoned or not), the Panel may, if it thinks ﬁt, order any sum to be paid to that witness for his or her expenses.
That sum must not exceed the amount that would be payable to the witness if his or her attendance had been as a witness for the Crown in a criminal case in accordance with regulations (2) 35 Part 3 s 31P Takeovers Act 1993 Reprinted as at 1 April 2008 for the time being in force for the payment of witnesses for the Crown in criminal cases.

Compare: 1978 No 103 s 18(5); 1993 No 107 s 9(5) Sections 31L to 31X were inserted, as from 1 December 2002, by section 33 Takeovers Amendment Act 2002 (2002 No 45).
Exercise of inspection and evidence powers for overseas regulators This heading was inserted, as from 1 December 2002, by section 33 Takeovers Amendment Act 2002 (2002 No 45).

(2) 31P Power of Panel to act on requests of overseas regulators (1) An overseas regulator may request the Panel to inquire into any matter related to the functions of that overseas regulator.
The Panel may obtain information, documents, or evidence that, in the Panel’s opinion, is likely to assist the Panel in com­ plying with that request by— (a) (b) exercising its powers of inspection under this Part: exercising its powers to receive evidence and summon witnesses under this Part.

(3) The Panel may transmit the information, documents, or evi­ dence obtained by it to the overseas regulator in the manner that the Panel thinks ﬁt.
Sections 31L to 31X were inserted, as from 1 December 2002, by section 33 Takeovers Amendment Act 2002 (2002 No 45).
31Q Panel’s consideration of requests (1) The Panel may comply with a request under section 31P only if the Panel is satisﬁed that— (a) compliance will not substantially affect the perform­ ance of its other functions; and it is appropriate to do so after taking into account any matters the Panel thinks relevant; and the Minister has given his or her approval for the Panel to comply with the request.
(b) (c) The Minister’s approval may relate to a particular request, or a class or classes of requests, speciﬁed by the Minister.
The matters the Panel may take into account under subsection (1) include, without limitation,— (2) (3) 36 Reprinted as at 1 April 2008 Takeovers Act 1993 Part 3 s 31R (a) (b) (c) (d) (e) (f) whether the Panel is likely to be able to obtain the re­ quested information, documents, or evidence: the cost to the Panel of complying with the request: whether the overseas regulator could more conveniently have the request satisﬁed from another source: the extent to which the functions of the overseas regu­ lator correspond with the functions of the Panel: whether the overseas regulator would be likely to comply with a similar request made by the Panel and whether any arrangement with the overseas regulator to that effect exists: whether, in the Panel’s opinion, it would be more appro­ priate for the request to be dealt with under the Mutual Assistance in Criminal Matters Act 1992.
Sections 31L to 31X were inserted, as from 1 December 2002, by section 33 Takeovers Amendment Act 2002 (2002 No 45).

31R Conditions that may be imposed on providing information (1) (2) to overseas regulators The Panel may impose any conditions in relation to providing information, documents, or evidence to an overseas regulator (whether in compliance with a request of an overseas regulator or otherwise).
Those conditions may include, without limitation, conditions relating to— (a) maintaining the conﬁdentiality of anything provided (in particular, information that is personal information within the meaning of the Privacy Act 1993): the storing of, use of, or access to anything provided: the copying, returning, or disposing of copies of docu­ ments provided: payment of the costs incurred by the Panel in providing anything or in generally complying with a request.
Sections 31L to 31X were inserted, as from 1 December 2002, by section 33 Takeovers Amendment Act 2002 (2002 No 45).
(b) (c) (d) 37 Part 3 s 31S Takeovers Act 1993 Reprinted as at 1 April 2008 31S Undertakings to be obtained before providing certain information to overseas regulators The Panel must not provide any information, evidence, or documents obtained from a person by a summons under sec­ tion 31N to an overseas regulator (whether in compliance with the request of an overseas regulator or otherwise) unless the Panel has received in writing an undertaking by the overseas regulator to the effect that the information, evidence, or docu­ ments— (a) will not be used by the overseas regulator as evidence in criminal proceedings against the person (other than a proceeding in respect of the falsity of the person’s testimony); and to the extent to which it is within the ability of the over­ seas regulator to ensure, will not be used by any other person, authority, or agency as evidence in proceedings of that kind.
(b) Sections 31L to 31X were inserted, as from 1 December 2002, by section 33 Takeovers Amendment Act 2002 (2002 No 45).

Panel’s power to accept undertakings This heading was inserted, as from 1 December 2002, by section 33 Takeovers Amendment Act 2002 (2002 No 45).
31T Panel may accept undertakings (1) The Panel may accept a written undertaking given by, or on behalf of, a person in connection with a matter in relation to which the Panel is exercising any of its powers or performing any of its functions under this Act or any other Act.

The person may withdraw or vary the undertaking with the consent of the Panel.

Sections 31L to 31X were inserted, as from 1 December 2002, by section 33 Takeovers Amendment Act 2002 (2002 No 45).
(2) 31U Enforcement of undertakings (1) If the Panel considers that a person who has given an undertak­ ing under section 31T has breached a term of that undertaking, the Panel may apply to the Court for an order under subsection (2).
38 Reprinted as at 1 April 2008 Takeovers Act 1993 Part 3 s 31V (2) The Court may make any of the following orders if it is satis­ ﬁed that the person has breached a term of the undertaking: (a) (b) an order directing the person to comply with that term: an order directing the person to pay to the Crown an amount not exceeding the amount of any ﬁnancial bene­ ﬁt that the person has obtained directly or indirectly and that is reasonably attributable to the breach: any order that the Court thinks appropriate directing the person to compensate any other person who has suffered loss, injury, or damage as a result of the breach: an order for any consequential relief that the Court thinks appropriate.
(c) (d) Sections 31L to 31X were inserted, as from 1 December 2002, by section 33 Takeovers Amendment Act 2002 (2002 No 45).

Proceedings before Panel This heading was inserted, as from 1 December 2002, by section 33 Takeovers Amendment Act 2002 (2002 No 45).
31V Right to be heard and represented at proceedings before Panel (2) (1) At any meeting of the Panel held for the purposes of section 32, the Panel must allow to be heard and represented any person who applies to the Panel for leave to be heard and represented and who is a person to whom notice of a meeting of the Panel is given under section 32(1).
Subject to subsection (1), at any meeting of the Panel held for the purposes of this Act, the Panel must allow to be heard and represented any person who applies to the Panel for leave to be heard and represented and who, in the opinion of the Panel, is a person who ought to be heard or whose appearance or representation will assist the Panel in its consideration of the matter before it.
Every meeting of the Panel or of a division of the Panel that is held for the purposes of section 31X or section 32 must be attended by at least 1 person— (a) who is a barrister, a solicitor, or a barrister and solicitor of the High Court of New Zealand of not less than 7 years’ practice; or (3) 39 Part 3 s 31W Takeovers Act 1993 Reprinted as at 1 April 2008 (b) who— (i) is enrolled as a barrister, as a solicitor, as a barris­ ter and solicitor, or as a legal practitioner of the High Court of Australia, of any federal court of Australia, or of the Supreme Court of any State or Territory of Australia; and has not less than 7 years’ practice.
(ii) Compare: 1978 No 103 s 19(1), (2); 1993 No 107 s 10 Sections 31L to 31X were inserted, as from 1 December 2002, by section 33 Takeovers Amendment Act 2002 (2002 No 45).

31W Panel to hear proceedings in private The Panel may decide whether to hold any meeting or any part of a meeting in public or in private.

Compare: 1993 No 107 s 12 Sections 31L to 31X were inserted, as from 1 December 2002, by section 33 Takeovers Amendment Act 2002 (2002 No 45).
31X Power to make conﬁdentiality orders (1) The Panel may, on its own initiative or on the application of any person, make an order prohibiting— (a) the publication or communication of any information, document, or evidence that is provided or obtained in connection with any inquiry or other proceedings of the Panel: the giving of evidence involving any such information, document, or evidence.

(b) (2) The Panel may make the order on the terms and conditions (if any) that it thinks ﬁt.
(3) An order under subsection (1) may be expressed to have effect from the commencement of any inquiry or other proceedings of the Panel to the end of that inquiry or proceedings.

the end of the inquiry or proceedings, the Ofﬁcial Information Act 1982 applies to any information or document or evidence that was the subject of the order.
Compare: 1978 No 103 s 19(5)(b), (6); 1993 No 107 s 13 (4) At Sections 31L to 31X were inserted, as from 1 December 2002, by section 33 Takeovers Amendment Act 2002 (2002 No 45).

40 Reprinted as at 1 April 2008 Takeovers Act 1993 Part 3 s 32 Enforcement of takeovers code by Panel as This heading was inserted, 34(2) Takeovers Amendment Act 2002 (2002 No 45).
from 1 December 2002, by section 32 (1) Panel’s powers in respect of compliance with takeovers code The Panel may at any time, if it considers that a person may not have acted or may not be acting or may intend not to act in compliance with the takeovers code, after giving that per­ son such written notice of the meeting as the Panel considers appropriate in the circumstances, but in no case exceeding 7 days, hold a meeting for the purpose of determining whether to exercise its powers under this section.
(2) Where the Panel gives a notice under subsection (1) of this section, it may make a temporary restraining order that is ex­ pressed to expire with the close of the second day after the date for which the meeting was convened.
Following the meeting speciﬁed in subsection (1) of this sec­ tion, the Panel may make a determination— (a) (3) That it is satisﬁed that the person has acted or is acting or intends to act in compliance with the takeovers code; or That it is not satisﬁed that the person has acted or is acting or intends to act in compliance with the takeovers code.
(b) (3A) If the Panel makes a determination under subsection (3), the Panel must, as soon as reasonably practicable, give written notice of its reasons for the determination to the person the determination concerns.
(4) Where the Panel makes a determination on reasonable grounds under subsection (3)(b) of this section, the Panel may, at any time before the close of the second day after the date for which the meeting was convened,— (a) Make a temporary restraining order (relating to the non­ compliance with the takeovers code) that is expressed to expire with the close of such day as shall be speciﬁed in the order, not being a day that is later than 21 days after the date on which the temporary restraining order is made: 41 Part 3 s 32 Takeovers Act 1993 Reprinted as at 1 April 2008 (b) Make an order continuing any temporary restraining order (relating to the non­compliance with the takeovers code) made under subsection (2) of this section until the close of such day as may be speciﬁed in the order, not being a day that is later than 21 days after the date on which the temporary restraining order is made: (c) make a permanent compliance order (relating to the (d) non­compliance with the takeovers code): if it makes any order under this subsection, also make an order extending, for a reasonable time, the period for which a takeover offer must remain open.
If the Panel makes an order under this section, the Panel— (a) must immediately give written notice to the person to whom the order is directed of the terms and conditions of the order; and (b) must, as soon as is reasonably practicable, also give that person written notice of the reasons for the order; and (c) may also give notice to any other person of those mat­ ters.

(4A) (5) An order made under this section may be made on any terms and conditions that the Panel thinks ﬁt.
The Panel may vary the order in the same way as it may be made under this section.

The Panel may revoke the order or suspend the order on the terms and conditions it thinks ﬁt.

Subsection (2) was amended, as from 25 October 2006, by section 11(1) Takeovers Amendment Act 2006 (2006 No 48) by inserting the word “temporary” before the word “restraining”.

See sections 31 and 32 of that Act for the transitional provisions.
Subsection (3A) was inserted, as from 25 October 2006, by section 11(2) Takeovers Amendment Act 2006 (2006 No 48).

See sections 31 and 32 of that Act for the transitional provisions.

Subsection (4) was amended, as from 25 October 2006, by section 11(3) Takeovers Amendment Act 2006 (2006 No 48) by inserting the word “temporary” before the word “restraining” wherever it occurs.

See sections 31 and 32 of that Act for the transitional provisions.
Subsection (4)(c) and (d) were inserted, as from 25 October 2006, by section 11(4) Takeovers Amendment Act 2006 (2006 No 48).

See sections 31 and 32 of that Act for the transitional provisions.

Subsection (4A) was inserted, as from 25 October 2006, by section 11(5) Takeovers Amendment Act 2006 (2006 No 48).

See sections 31 and 32 of that Act for the transitional provisions.
(6) (7) 42 Reprinted as at 1 April 2008 Takeovers Act 1993 Part 3 s 33 Subsections (5) to (7) were inserted, as from 1 December 2002, by section 35 Takeovers Amendment Act 2002 (2002 No 45).

Subsection (5) was amended, as from 25 October 2006, by section 11(6) Takeovers Amendment Act 2006 (2006 No 48) by substituting the words “An order” for the words “A restraining order”.

See sections 31 and 32 of that Act for the transitional provisions.
Subsections (6) and (7) were amended, as from 25 October 2006, by section 11(7) Takeovers Amendment Act 2006 (2006 No 48) by omitting the word “re­ straining” in each place where it occurs.

See sections 31 and 32 of that Act for the transitional provisions.
33 (c) (b) Temporary restraining orders For the purposes of section 32 of this Act, a temporary restrain­ ing order is an order for one or more of the following: (a) Restraining a person from acquiring securities in the speciﬁed company concerned or any interest in or rights relating to such securities: Restraining a person from disposing of securities in the speciﬁed company concerned or any interest in or rights relating to such securities: Restraining a person from exercising the right to vote attaching to securities in the speciﬁed company con­ cerned or any other right relating to such securities: restraining a person from taking any action (including from making any statement or distributing any docu­ ment) that is or that may reasonably be expected to con­ stitute a contravention of the takeovers code (see section 2(2) for the deﬁnition of contravention of the takeovers code): Directing the speciﬁed company concerned not to make any payments in respect of any securities: Directing the speciﬁed company concerned not to regis­ ter the transfer or transmission of any securities: (g) Directing the speciﬁed company concerned not to issue (d) (e) (f) (h) or allot securities to any person: For the purpose of securing compliance with any such order, an order directing a person to do or refrain from doing a speciﬁed act.
The heading to section 33 was amended, as from 25 October 2006, by section 12(1) Takeovers Amendment Act 2006 (2006 No 48) by substituting the words “Temporary restraining” for the word “Restraining”.

See sections 31 and 32 of that Act for the transitional provisions.
43 Part 3 s 33AA Takeovers Act 1993 Reprinted as at 1 April 2008 Section 33 was amended, as from 25 October 2006, by section 12(2) Takeovers Amendment Act 2006 (2006 No 48) by inserting the word “temporary” before the word “restraining” in the ﬁrst place where it appears.

See sections 31 and 32 of that Act for the transitional provisions.

Paragraph (d) was substituted, as from 25 October 2006, by section 12(3) Takeovers Amendment Act 2006 (2006 No 48).
See sections 31 and 32 of that Act for the transitional provisions.
33AA Permanent compliance orders For the purposes of section 32, a permanent compliance order is an order for one or more of the following: (a) prohibiting or restricting a person from making any statement or distributing any document that is or that may reasonably be expected to constitute a contra­ vention of the takeovers code (see section 2(2) for the deﬁnition of contravention of the takeovers code): directing a person to disclose in accordance with the order information for the purpose of securing compli­ ance with the takeovers code: directing a person to publish, at the person’s own ex­ pense, in the manner and at the times speciﬁed in the order corrective statements that are speciﬁed in, or are to be determined in accordance with, the order: for the purpose of securing compliance with any of those orders, an order directing a person to do or refrain from doing a speciﬁed act.
(b) (c) (d) Section 33AA was inserted, as from 25 October 2006, by section 13 Takeovers Amendment Act 2006 (2006 No 48).

See sections 31 and 32 of that Act for the transitional provisions.
Miscellaneous provisions for investigation and enforcement by Panel 33A Witnesses and counsel to have privileges of witnesses and counsel in Court Every person has the same privileges in relation to providing information and documents to, and answering questions be­ fore, the Panel, a member, ofﬁcer, or employee of the Panel, or a person authorised by the Panel under section 31B, as wit­ nesses have in proceedings before a court.
(1) 44 Reprinted as at 1 April 2008 Takeovers Act 1993 Part 3 s 33C (2) (3) (4) Every person appearing as counsel before the Panel, or a mem­ ber, ofﬁcer, or employee of the Panel, has the same privileges as counsel have in proceedings before a court.

Every person has the same privileges in relation to providing information and documents to the Registrar, or a person au­ thorised by the Registrar under section 31B, as witnesses have in proceedings before a court.

This section is subject to section 33B.


Sections 33A to 33E and the preceding headings were inserted, as from 1 De­ cember 2002, by section 36 Takeovers Amendment Act 2002 (2002 No 45).

33B No privilege against self­incrimination No person is excused from answering any question or provid­ ing any information or document under this Act on the ground that to do so would or might incriminate or tend to incriminate that person.
Compare: 1993 No 107 s 11(4) Sections 33A to 33E and the preceding headings were inserted, as from 1 De­ cember 2002, by section 36 Takeovers Amendment Act 2002 (2002 No 45).
33C Restrictions on use of self­incriminating statements obtained by summons (1) A self­incriminating statement made orally by a person sum­ moned under section 31N (whether or not the statement is recorded in writing) in the course of answering any question before, or providing any information or document to, the Panel, or a member, ofﬁcer, or employee of the Panel,— (a) subject to paragraph (b), is not admissible in— (i) (ii) criminal proceedings against that person; or proceedings under this Act, the Securities Act 1978, or the Securities Markets Act 1988 for a pecuniary penalty order against that person; but is admissible against that person in any proceeding in respect of the falsity of the person’s testimony, for ex­ ample, in a prosecution for perjury or for an offence under section 44(1).
(b) (2) In addition,— (a) a refusal or failure to answer a question or provide in­ formation or a document or comply with any other re­ 45 Part 3 s 33D Takeovers Act 1993 Reprinted as at 1 April 2008 (b) quirement may be used in evidence against that person in proceedings for an offence under section 44(1) aris­ ing from that refusal or failure; and the answering of a question in a way that is false, decep­ tive, or misleading or the providing of information or a document that is false, deceptive, or misleading may be used in evidence against that person in proceedings for an offence under section 44(1) arising from that act.
Sections 33A to 33E and the preceding headings were inserted, as from 1 De­ cember 2002, by section 36 Takeovers Amendment Act 2002 (2002 No 45).

Section 33C was substituted, as from 25 October 2006, by section 14 Takeovers Amendment Act 2006 (2006 No 48).

See sections 31 and 32 of that Act for the transitional provisions.
33D Limitation on disclosure of information obtained in Panel’s operations (1) No court or other person may require a member, an ofﬁcer, or an employee of the Panel, any delegate of the Panel, any expert appointed by the Panel, or any other person present at a meeting of the Panel to— (a) give evidence in court or in any proceedings of a judicial nature of anything coming to his or her knowledge in connection with the operations of the Panel; or (b) make discovery of a document or produce a document for inspection in court or in any proceedings of a judi­ cial nature if the document was provided or obtained in connection with the operations of the Panel.
Subsection (1) does not apply to— (a) (b) (c) proceedings in respect of the falsity of any testimony; or proceedings to which the Panel is a party; or proceedings in respect of— (i) an offence against section 78 or section 78A(1) or section 105 or section 105A or section 105B of the Crimes Act 1961; or the offence of conspiring to commit an offence against section 78 or section 78A(1) or section 105 or section 105A or section 105B of the Crimes Act 1961; or (ii) (2) 46 Reprinted as at 1 April 2008 Takeovers Act 1993 Part 3 s 33E (iii) the offence of attempting to commit an offence against section 78 or section 78A(1) or section 105 or section 105A or section 105B of the Crimes Act 1961.
(3) This section does not limit the application of the Ofﬁcial Information Act 1982.

Compare: 1978 No 103 s 28(4), (5); 1993 No 107 s 11(7), (8) Sections 33A to 33E and the preceding headings were inserted, as from 1 De­ cember 2002, by section 36 Takeovers Amendment Act 2002 (2002 No 45).

Subpart 2—Enforcement by Court This heading was inserted, as from 25 October 2006, by section 16 Takeovers Amendment Act 2006 (2006 No 48).

See sections 31 and 32 of that Act for the transitional provisions.
Overview of enforcement powers and civil remedies 33E Overview of enforcement powers and civil remedies (1) The following enforcement orders and remedies (civil remedy orders) are available under this subpart for a contravention of the takeovers code: an injunction: (a) a civil remedy order under section 33I: (b) a compensatory order: (c) a pecuniary penalty order and declaration of contraven­ (d) tion (on application by the Panel only).
(2) (3) See section 2(2) for the deﬁnition of contravention of the takeovers code in this subpart.

This section is a guide only to the general scheme and effect of this subpart.

Section 33E was substituted, and the preceding heading “Enforcement by Court” repealed, as from 25 October 2006, by section 16 Takeovers Amend­ ment Act 2006 (2006 No 48).

See sections 31 and 32 of that Act for the transitional provisions.
Injunctions This heading was inserted, as from 25 October 2006, by section 16 Takeovers Amendment Act 2006 (2006 No 48).

47 Part 3 s 33F Takeovers Act 1993 Reprinted as at 1 April 2008 33F What Court may injunct The Court may, on application by any person in accordance with section 35, grant an injunction restraining a person from engaging in conduct that constitutes or would constitute a contravention of the takeovers code.
Sections 33F to 33R were inserted, as from 25 October 2006, by section 16 Takeovers Amendment Act 2006 (2006 No 48).

See sections 31 and 32 of that Act for the transitional provisions.
33G When Court may grant injunctions and interim (1) (2) (3) (4) injunctions The Court may grant an injunction restraining a person from engaging in conduct of a particular kind if— (a) it is satisﬁed that the person has engaged in conduct of that kind; or it appears to the Court that, if an injunction is not granted, it is likely that the person will engage in con­ duct of that kind.
(b) The Court may grant an interim injunction restraining a person from engaging in conduct of a particular kind if in its opinion it is desirable to do so.

Subsections (1)(a) and (2) apply whether or not it appears to the Court that the person intends to engage again, or to con­ tinue to engage, in conduct of that kind.
Subsections (1)(b) and (2) apply whether or not— (a) the person has previously engaged in conduct of that kind: there is an imminent danger of substantial damage to any other person if that person engages in conduct of that kind.

(b) Sections 33F to 33R were inserted, as from 25 October 2006, by section 16 Takeovers Amendment Act 2006 (2006 No 48).

See sections 31 and 32 of that Act for the transitional provisions.
33H Undertaking as to damages not required by Panel (1) If the Panel applies to the Court for the grant of an interim in­ junction under this subpart, the Court must not, as a condition of granting an interim injunction, require the Panel to give an undertaking as to damages.
48 Reprinted as at 1 April 2008 Takeovers Act 1993 Part 3 s 33J (2) However, in determining the Panel’s application for the grant of an interim injunction, the Court must not take into account that the Panel is not required to give an undertaking as to dam­ ages.

Sections 33F to 33R were inserted, as from 25 October 2006, by section 16 Takeovers Amendment Act 2006 (2006 No 48).

See sections 31 and 32 of that Act for the transitional provisions.
Various civil remedy orders This heading was inserted, as from 25 October 2006, by section 16 Takeovers Amendment Act 2006 (2006 No 48).

33I When Court may make various civil remedy orders The Court may, on application by any person in accordance with section 35, make 1 or more of the civil remedy orders described in section 33J if the Court is satisﬁed on reasonable grounds that a person has contravened or is contravening or intends to contravene the takeovers code.
Sections 33F to 33R were inserted, as from 25 October 2006, by section 16 Takeovers Amendment Act 2006 (2006 No 48).

See sections 31 and 32 of that Act for the transitional provisions.
33J Terms of various civil remedy orders A civil remedy order under section 33I may— (a) restrain the exercise of rights attaching to securities or declare an exercise of those rights to be void and of no effect: restrain the issue or allotment of securities or restrain any distribution due in relation to securities: restrain the acquisition or disposal of securities or of interests in or rights relating to them or restrain the registration of any transfer or transmission of securities: direct the disposal of securities or of interests in or rights relating to them (including the person or class of per­ sons to which they must, or must not, be disposed of) and direct the payment of the proceeds of any disposal: require securities to be forfeited and require the public issuer to cancel the forfeited securities: cancel an agreement for the acquisition or disposal of securities or interests in or rights relating to them: (b) (c) (d) (e) (f) 49 Part 3 s 33J Takeovers Act 1993 Reprinted as at 1 April 2008 (g) (h) (i) (j) (k) (l) (m) (ii) (iii) if given effect vest securities or interests in or rights relating to them in a trustee for sale on the terms and conditions the Court thinks ﬁt: declare an agreement for the acquisition of securities or interests in or rights relating to them to be voidable at the option of the person from whom the securities or interests or rights were acquired: if a contract is entered into in contravention of the takeovers code, or a contract contains a provision which, to, would contravene the takeovers code,— (i) vary the contract, in such manner as the Court thinks ﬁt: cancel the contract: require any person who is a party to the contract to make restitution or pay compensation to any other person who is a party to the contract: prohibit or restrict a person from making any statement or distributing any document that is or that may rea­ sonably be expected to constitute a contravention of the takeovers code: direct a person to disclose in accordance with the order information for the purpose of securing compliance with the takeovers code even though the time for doing so may have expired: direct a person to publish, at the person’s own expense, in the manner and at the times speciﬁed in the order corrective statements that are speciﬁed in, or are to be determined in accordance with, the order: require a person to comply with any provision of the takeovers code even though the time for doing so may have expired.
Sections 33F to 33R were inserted, as from 25 October 2006, by section 16 Takeovers Amendment Act 2006 (2006 No 48).

See sections 31 and 32 of that Act for the transitional provisions.

Compensatory orders This heading was inserted, as from 25 October 2006, by section 16 Takeovers Amendment Act 2006 (2006 No 48).
50 Reprinted as at 1 April 2008 Takeovers Act 1993 Part 3 s 33L 33K When Court may make compensatory orders (1) The Court may make a compensatory order, on application by any person in accordance with section 35, if the Court is satisﬁed that— (a) (b) there is a contravention of the takeovers code; and a person (the aggrieved person) has suffered, or is likely to suffer, loss or damage because of the contra­ vention.
(2) The Court may make a compensatory order whether or not the aggrieved person is a party to the proceedings.

Sections 33F to 33R were inserted, as from 25 October 2006, by section 16 Takeovers Amendment Act 2006 (2006 No 48).

See sections 31 and 32 of that Act for the transitional provisions.
33L Terms of compensatory orders If section 33K applies, the Court may make any order it thinks just to compensate an aggrieved person in whole or in part for the loss or damage, or to prevent or reduce that loss or damage, including an order (without limitation) to— (a) direct the person in contravention to pay to the ag­ grieved person the amount of the loss or damage: direct the person in contravention to refund money or return property to the aggrieved person: if a contract has been entered into between the person in contravention and the aggrieved person,— (i) (b) (c) vary the contract or any collateral arrangement as speciﬁed in the order and, if the Court thinks ﬁt, declare the contract or arrangement to have had effect as so varied on and after a date before the order was made, as speciﬁed in the order: cancel the contract and, if the Court thinks ﬁt, de­ clare the cancellation to have had effect on and after a date before the order was made, as speci­ ﬁed in the order: require the person in contravention to take any action the Court thinks ﬁt to reinstate the parties as near as may be possible to their former pos­ itions.
(ii) (iii) 51 Part 3 s 33M Takeovers Act 1993 Reprinted as at 1 April 2008 Sections 33F to 33R were inserted, as from 25 October 2006, by section 16 Takeovers Amendment Act 2006 (2006 No 48).

See sections 31 and 32 of that Act for the transitional provisions.

Pecuniary penalty orders and declarations of contravention This heading was inserted, as from 25 October 2006, by section 16 Takeovers Amendment Act 2006 (2006 No 48).
33M When Court may make pecuniary penalty orders and declarations of contravention If the Panel applies for a pecuniary penalty order against a per­ son under this Act in accordance with section 35, the Court— (a) must determine whether the person has contravened the takeovers code; and (b) must make a declaration of contravention (see sections 33N and 33O) if satisﬁed that the person has contra­ vened the takeovers code; and (c) may order the person to pay a pecuniary penalty that the Court considers appropriate to the Crown (see sections 33P and 33Q) if satisﬁed that the person has contravened the takeovers code, that the person knew or ought to have known of the conduct that constituted the contravention, and that the contravention— (i) materially prejudices the interests of offerees, the speciﬁed company, the offeror or acquirer, com­ peting offerors, or any other person involved in or affected by a transaction or event that is or will be regulated by the takeovers code, or that is in­ cidental or preliminary to a transaction or event of that kind; or is likely to materially damage the integrity or reputation of any of New Zealand’s securities markets; or is otherwise serious.
(ii) (iii) Sections 33F to 33R were inserted, as from 25 October 2006, by section 16 Takeovers Amendment Act 2006 (2006 No 48).

See sections 31 and 32 of that Act for the transitional provisions.
52 Reprinted as at 1 April 2008 Takeovers Act 1993 Part 3 s 33P 33N Purpose and effect of declarations of contravention (1) The purpose of a declaration of contravention is to enable an applicant for a civil remedy order under section 33I or a com­ pensatory order under section 33K to rely on the declaration of contravention in the proceedings for that order, and not be required to prove the contravention.
(2) Accordingly, a declaration of contravention is conclusive evi­ dence of the matters that must be stated in it under section 33O.

Sections 33F to 33R were inserted, as from 25 October 2006, by section 16 Takeovers Amendment Act 2006 (2006 No 48).

See sections 31 and 32 of that Act for the transitional provisions.
33O What declarations of contravention must state A declaration of contravention must state the following: (a) (b) the court that made the declaration; and the provision of the takeovers code to which the contra­ vention relates or, if the contravention is of an exemp­ tion, both the term or condition contravened and the takeovers code provision to which the exemption re­ lates; and the person in contravention; and the conduct that constituted the contravention and, if a transaction constituted the contravention, the transac­ tion; and the speciﬁed company to which the conduct related.
(e) Sections 33F to 33R were inserted, as from 25 October 2006, by section 16 Takeovers Amendment Act 2006 (2006 No 48).

See sections 31 and 32 of that Act for the transitional provisions.

(c) (d) 33P Maximum amount of pecuniary penalty The maximum amount of a pecuniary penalty is $500,000 for an individual and $5,000,000 for a body corporate, for each contravention.

Sections 33F to 33R were inserted, as from 25 October 2006, by section 16 Takeovers Amendment Act 2006 (2006 No 48).
See sections 31 and 32 of that Act for the transitional provisions.
53 Part 3 s 33Q Takeovers Act 1993 Reprinted as at 1 April 2008 33Q Considerations for Court in determining pecuniary penalty In determining an appropriate pecuniary penalty, the Court must have regard to all relevant matters, including— (a) (b) (c) the principles contained in the takeovers code; and the nature and extent of the contravention; and the likelihood, nature, and extent of any damage to the integrity or reputation of any of New Zealand’s secur­ ities markets because of the contravention; and the nature and extent of any loss or damage suffered by a person referred to in section 33M(c)(i) because of the contravention; and the circumstances in which the contravention took place; and whether or not the person in contravention has previ­ ously been found by the Court in proceedings under this Act to have engaged in any similar conduct.
(d) (e) (f) Sections 33F to 33R were inserted, as from 25 October 2006, by section 16 Takeovers Amendment Act 2006 (2006 No 48).

See sections 31 and 32 of that Act for the transitional provisions.
33R Court must order that recovery from pecuniary penalty be applied to Panel’s actual costs If the Court orders that a person pay a pecuniary penalty, and the proceedings were brought (in whole or in part) by the Panel, the Court must also order that the penalty must be ap­ plied ﬁrst to pay the Panel’s actual costs in bringing the pro­ ceedings.

Sections 33F to 33R were inserted, as from 25 October 2006, by section 16 Takeovers Amendment Act 2006 (2006 No 48).
See sections 31 and 32 of that Act for the transitional provisions.

General This heading was inserted, as from 25 October 2006, by section 16 Takeovers Amendment Act 2006 (2006 No 48).

54 Reprinted as at 1 April 2008 Takeovers Act 1993 Part 3 s 35 34 Court may make orders [Repealed] Section 34 was repealed, as from 25 October 2006, by section 15 Takeovers Amendment Act 2006 (2006 No 48).

See sections 31 and 32 of that Act for the transitional provisions.
Persons who may apply 35 (1) Where the Panel makes a determination under section 32(3)(b) of this Act (a determination that the Panel is not satisﬁed that a person has acted or is acting or intends to act in compliance with the takeovers code) the following persons may, subject to subsection (2) of this section, make an application to the Court under section 33F, 33I, or 33K: (a) (b) The Panel: If the speciﬁed company’s securities are, or were at any material time, quoted on a registered exchange’s mar­ ket, that registered exchange: The speciﬁed company concerned: (c) (d) A member or security holder of the speciﬁed company (e) concerned: A person who was a member or security holder of the speciﬁed company concerned at the time that the con­ duct to which the application relates occurred: A person who, at any time within the period of 6 months before the making of the application, has made an offer or offers to acquire securities in the speciﬁed company in accordance with the takeovers code: (g) With the leave of the Court, any other person.
(f) (2) A person referred to in any of paragraphs (b) to (f) of subsec­ tion (1) of this section is not entitled to make an application to the Court unless— (a) The Panel has consented to the making of the applica­ tion; or That person has requested the Panel in writing to make an application to the Court itself and the Panel has not made such an application before the expiration of 10 days after receiving the request.
(b) (3) Where a request is made to the Panel to hold a meeting under section 32(1) of this Act and the Panel does not, within 14 55 Part 3 s 35 Takeovers Act 1993 Reprinted as at 1 April 2008 days after receiving the request, make a determination under section 32(3) of this Act, the following persons may make an application to the Court under section 33F, 33I, or 33K— (a) If the speciﬁed company’s securities are, or were at any material time, quoted on a registered exchange’s mar­ ket, that registered exchange: The speciﬁed company concerned: A member or security holder of the speciﬁed company concerned: (b) (c) (e) (d) A person who was a member or security holder of the speciﬁed company concerned at the time that the con­ duct to which the application relates occurred: A person who, at any time within the period of 6 months before the making of the application, has made an offer or offers to acquire securities in the speciﬁed company in accordance with the takeovers code: (f) With the leave of the Court, any other person.
If the Panel makes a determination under section 32(3)(b) (a determination that the Panel is not satisﬁed that a person has acted or is acting or intends to act in compliance with the takeovers code), the Panel may make an application to the Court under section 33M.
Subsection (1)(b) was amended, as from 1 December 2002, by section 30 Se­ curities Markets Amendment Act 2002 (2002 No 44) by substituting the words “a registered exchange’s market, that registered exchange” for the words “a stock exchange, that stock exchange”.

Subsection (1) was amended, as from 25 October 2006, by section 17(1) Takeovers Amendment Act 2006 (2006 No 48) by substituting the words “section 33F, 33I, or 33K” for the words “section 34 of this Act”.
See sections 31 and 32 of that Act for the transitional provisions.

Subsection (3)(a) was amended, as from 1 December 2002, by section 30 Se­ curities Markets Amendment Act 2002 (2002 No 44) by substituting the words “a registered exchange’s market, that registered exchange” for the words “a stock exchange, that stock exchange”.
Subsection (3) was amended, as from 25 October 2006, by section 17(2) Takeovers Amendment Act 2006 (2006 No 48) by substituting the words “section 33F, 33I, or 33K” for the words “section 34 of this Act”.

See sections 31 and 32 of that Act for the transitional provisions.

Subsection (4) was substituted, as from 25 October 2006, by section 17(3) Takeovers Amendment Act 2006 (2006 No 48).

See sections 31 and 32 of that Act for the transitional provisions.
(4) 56 Reprinted as at 1 April 2008 Takeovers Act 1993 Part 3 s 40 36 37 38 (1) (2) 39 40 Orders [Repealed] Section 36 was repealed, as from 25 October 2006, by section 18 Takeovers Amendment Act 2006 (2006 No 48).

See sections 31 and 32 of that Act for the transitional provisions.

Interim orders [Repealed] Section 37 was repealed, as from 25 October 2006, by section 18 Takeovers Amendment Act 2006 (2006 No 48).

See sections 31 and 32 of that Act for the transitional provisions.
Court may have regard to determinations and recommendations by Panel The Court may, in determining any application under this sub­ part, have regard to any determination made by the Panel under section 32(3) of this Act relating to the matter concerned.
The Court may, in determining whether to make any order under section 33I or 33K and the type of any such order, have regard to any recommendation made by the Panel either at any meeting of the Panel held for the purposes of section 32 of this Act or at the request of the Court.

Subsection (1) was amended, as from 25 October 2006, by section 19(1) Takeovers Amendment Act 2006 (2006 No 48) by substituting the words “this subpart” for the words “section 34 of this Act”.
See sections 31 and 32 of that Act for the transitional provisions.

Subsection (2) was amended, as from 25 October 2006, by section 19(2) Takeovers Amendment Act 2006 (2006 No 48) by substituting the words “section 33I or 33K” for the words “section 36 of this Act”.

See sections 31 and 32 of that Act for the transitional provisions.

Orders directing disposal of securities [Repealed] Section 39 was repealed, as from 25 October 2006, by section 20 Takeovers Amendment Act 2006 (2006 No 48).
See sections 31 and 32 of that Act for the transitional provisions.

Revocation, variation, and suspension of orders [Repealed] Section 40 was repealed, as from 25 October 2006, by section 20 Takeovers Amendment Act 2006 (2006 No 48).

See sections 31 and 32 of that Act for the transitional provisions.
57 Part 3 s 41 Takeovers Act 1993 Reprinted as at 1 April 2008 41 (1) (2) (3) 42 (1) Court may excuse contravention If the Court is satisﬁed that a person has, by any act or omis­ sion, contravened the takeovers code, but that the contraven­ tion ought to be excused, the Court may (by order) declare that the act or omission was not a contravention of the code.
In considering whether the contravention should be excused, the Court may have regard to— (a) inadvertence or mistake on the part of the person con­ cerned: (b) whether the person was aware of a relevant factor or circumstance: circumstances beyond that person’s control: any other matters that the Court thinks ﬁt.

(c) (d) The order has effect according to its tenor.

Section 41 was substituted, as from 25 October 2006, by section 21 Takeovers Amendment Act 2006 (2006 No 48).
See sections 31 and 32 of that Act for the transitional provisions.
Court may require person to give evidence or produce documents relating to interests in securities The Court may, in any application under this subpart, for the purpose of ascertaining whether any person— (a) Has or had any direct or indirect interest in or right to any security in the speciﬁed company concerned; or (b) Has or had any direct or indirect right to exercise any voting rights attaching to any such security,— order any person to— (c) Attend before the Court and be examined on oath or afﬁrmation; or Produce documents in that person’s possession or under that person’s control.
(d) (2) An order under subsection (1) of this section may be made on the application of any person who is a party to the application under this subpart.

Subsection (1) was amended, as from 25 October 2006, by section 22(1) Takeovers Amendment Act 2006 (2006 No 48) by substituting the words “this subpart” for the words “section 34 of this Act”.

See sections 31 and 32 of that Act for the transitional provisions.
Subsection (2) was amended, as from 25 October 2006, by section 22(2) Takeovers Amendment Act 2006 (2006 No 48) by substituting the 58 Reprinted as at 1 April 2008 Takeovers Act 1993 Part 3 s 43B words “this subpart” for the words “section 34 of this Act”.

See sections 31 and 32 of that Act for the transitional provisions.
43 More than 1 civil remedy order may be made for same conduct The Court may make a civil remedy order of one kind against a person even though the Court has made another civil remedy order of a different kind against the person for the same con­ duct.

Examples The Court may make a compensatory order and a pecuniary penalty order for the same conduct.
The Court may make a civil remedy order requiring forfeiture of securities and declaring a previous exercise of voting rights at­ taching to those securities to be void.

Section 43 was substituted, as from 25 October 2006, by section 23 Takeovers Amendment Act 2006 (2006 No 48).

See sections 31 and 32 of that Act for the transitional provisions.
43A Only 1 pecuniary penalty order may be made for same conduct If conduct by a person constitutes a contravention of 2 or more provisions of the takeovers code, proceedings may be brought against that person for the contravention of any one or more of the provisions, but no person is liable to more than one pecuniary penalty order for the same conduct.

Sections 43A to 43C were inserted, as from 25 October 2006, by section 23 Takeovers Amendment Act 2006 (2006 No 48).
See sections 31 and 32 of that Act for the transitional provisions.

43B Standard of proof for civil remedies The proceedings under this subpart are civil proceedings and the usual rules of the Court and rules of evidence and pro­ cedure for civil proceedings apply (including the standard of proof).

Sections 43A to 43C were inserted, as from 25 October 2006, by section 23 Takeovers Amendment Act 2006 (2006 No 48).

See sections 31 and 32 of that Act for the transitional provisions.
59 Part 3 s 43C Takeovers Act 1993 Reprinted as at 1 April 2008 43C Time limit for applying for civil remedies (1) An application for a civil remedy order under section 33I or a pecuniary penalty order under section 33M may be made at any time within 2 years after the date on which the matter giving rise to the contravention was discovered or ought rea­ sonably to have been discovered.

The usual time limits apply to all applications for other civil remedy orders.
(2) (3) However, an application for a compensatory order in respect of a contravention may be made at any time within 6 months after the date on which a declaration of contravention is made, even if the usual time limit has expired.

Sections 43A to 43C were inserted, as from 25 October 2006, by section 23 Takeovers Amendment Act 2006 (2006 No 48).

See sections 31 and 32 of that Act for the transitional provisions.
Subpart 3—Offences Subpart 3 was inserted by section 24 Takeovers Amendment Act 2006 (2006 No 48).

General offences This heading was inserted, as from 25 October 2006, by section 24 Takeovers Amendment Act 2006 (2006 No 48).
General offences 44 (1) A person must not— (a) (b) furnish information, produce a document, or give evi­ dence to the Panel or a member, ofﬁcer, or employee of the Panel knowing it to be false or misleading; or attempt to deceive or knowingly mislead the Panel or a member, ofﬁcer, or employee of the Panel in relation to any matter before it.
(2) A person who has been summoned to appear before the Panel or a member, ofﬁcer, or employee of the Panel must not, with­ out reasonable excuse,— (a) refuse or fail to appear before the Panel to give evi­ dence: refuse to take an oath or afﬁrmation as a witness: refuse to answer any question: (b) (c) 60 Reprinted as at 1 April 2008 Takeovers Act 1993 Part 3 s 44A (d) refuse or fail to provide any document or information that the person is required to provide.
(3) A body corporate contravenes subsection (2) if its representa­ tive refuses or fails to appear before the Panel to give evidence, refuses to take an oath or afﬁrmation as a witness, refuses to answer any question, or refuses or fails to provide any docu­ ment or information that the body corporate is required to pro­ vide.

(4) A person must not act in contravention of any order made by (5) the Panel under section 31X or section 32.
Every person who contravenes this section commits an offence and is liable on summary conviction to a ﬁne not exceeding $300,000 and, if the offence is a continuing one, to a further ﬁne not exceeding $10,000 for every day or part of a day dur­ ing which the offence is committed.

Subsection (3) was amended, as from 1 December 2002, by section 38 Takeovers Amendment Act 2002 (2002 No 45) by substituting the expression “section 31X” for the expression “section 13”.
Section 44 was substituted, as from 25 October 2006, by section 24 Takeovers Amendment Act 2006 (2006 No 48).

See sections 31 and 32 of that Act for the transitional provisions.
44A Conviction of offence under section 44 excluded in certain cases (1) A person must not be convicted of an offence under section 44 if, in the opinion of the Court dealing with the case,— (a) the contravention related to matters that were immate­ rial to the relevant matter before the Panel; or the contravention ought reasonably to be excused, hav­ ing regard to all the circumstances of the case.
(b) (2) A director of a body corporate must not be convicted of an offence under section 44 in relation to a contravention by the body corporate if, in the opinion of the Court dealing with the case, the contravention took place without the director’s knowledge and consent.

Section 44A was inserted, as from 25 October 2006, by section 24 Takeovers Amendment Act 2006 (2006 No 48).

See sections 31 and 32 of that Act for the transitional provisions.
61 Part 3 s 44B Takeovers Act 1993 Reprinted as at 1 April 2008 False or misleading statement or information This heading was inserted, as from 25 October 2006, by section 24 Takeovers Amendment Act 2006 (2006 No 48).
44B False or misleading statement or information (1) A person must not make a statement or disseminate informa­ tion, in relation to any transaction or event regulated by the takeovers code or incidental or preliminary to a transaction or event that is or is likely to be regulated by the takeovers code, if— (a) a material aspect of the statement or information is false or the statement or information is materially mislead­ ing; and the statement or information is likely to— (i) (b) (ii) (iii) induce a person to trade, or hold, the securities of a speciﬁed company; or have the effect of increasing, reducing, maintain­ ing, or stabilising the price for trading in those securities; or induce a person to vote for, or to vote against, a transaction that is or is likely to be regulated by the takeovers code, or to abstain from voting in respect of that transaction.
(2) In this section, trade means to acquire or dispose of securities.

Section 44B: inserted, on 29 February 2008, by section 24 of the Takeovers Amendment Act 2006 (2006 No 48).

44C Criminal liability for false or misleading statement or information (1) A person who contravenes section 44B commits an offence if the person has actual knowledge that the statement or informa­ tion is false in a material aspect or is materially misleading.
(2) A person who commits an offence against subsection (1) is liable on conviction on indictment to,— (a) in the case of an individual, imprisonment for a term not exceeding 5 years or a ﬁne not exceeding $300,000, or to both: in the case of a body corporate, a ﬁne not exceeding $1,000,000.

(b) 62 Reprinted as at 1 April 2008 Takeovers Act 1993 Part 3 s 44F Section 44C: inserted, on 29 February 2008, by section 24 of the Takeovers Amendment Act 2006 (2006 No 48).
44D Exception for disclosure by investment advisers or brokers Section 44B does not apply to conduct in relation to a dis­ closure under Part 4 of the Securities Markets Act 1988 or to conduct in relation to an advice advertisement, a broker ad­ vertisement, or a product advertisement to the extent that that conduct is regulated by Part 4 of that Act.

Section 44D: inserted, on 29 February 2008, by section 24 of the Takeovers Amendment Act 2006 (2006 No 48).
44E Fair Trading Act 1986 excluded The Fair Trading Act 1986 does not apply to conduct in re­ lation to any transaction or event regulated by the takeovers code or incidental or preliminary to a transaction or event that is or is likely to be regulated by the takeovers code.

Section 44E: inserted, on 29 February 2008, by section 24 of the Takeovers Amendment Act 2006 (2006 No 48).
Subpart 4—Other Court orders Subpart 4 (comprising sections 44F to 44P) was inserted, as from 25 October 2006, by section 24 Takeovers Amendment Act 2006 (2006 No 48).

See sec­ tions 31 and 32 of that Act for the transitional provisions.

Management bans This heading was inserted, as from 25 October 2006, by section 24 Takeovers Amendment Act 2006 (2006 No 48).
44F When Court may make management banning orders The Court may, on application by any person referred to in sec­ tion 35(1)(a) to (g), make a management banning order against a person (A) if— (a) A has been convicted of an offence against either sec­ tion 44 or section 44C or a pecuniary penalty order has been made against A under this Act for a contravention of the takeovers code; or (b) A has, while a director of an incorporated or unincor­ porated body,— 63 Part 3 s 44G Takeovers Act 1993 Reprinted as at 1 April 2008 (i) (ii) persistently contravened this Act, the Companies Act 1993, the Securities Markets Act 1988, the Securities Act 1978, or the takeovers code; or if the incorporated or unincorporated body has so contravened, persistently failed to take all rea­ sonable steps to obtain compliance with those Acts or the code; or (c) A has been prohibited in an overseas jurisdiction from carrying on activities that the Court is satisﬁed are sub­ stantially similar to any of the activities referred to in section 44G in connection with a contravention of any law relating to takeovers.
Subpart 4 (comprising sections 44F to 44P) was inserted, as from 25 October 2006, by section 24 Takeovers Amendment Act 2006 (2006 No 48).

See sec­ tions 31 and 32 of that Act for the transitional provisions.
44G Terms of management banning orders A management banning order may, for a period stated in the order of 10 years or less, prohibit or restrict the person (with­ out the leave of the Court) from being a director or promoter of, or in any way (whether directly or indirectly) being con­ cerned or taking part in the management of, an incorporated or unincorporated body (other than an overseas company, or an incorporated or unincorporated body, that does not carry on business in New Zealand).
Subpart 4 (comprising sections 44F to 44P) was inserted, as from 25 October 2006, by section 24 Takeovers Amendment Act 2006 (2006 No 48).

See sec­ tions 31 and 32 of that Act for the transitional provisions.

44H Offence of contravening management banning order An individual who acts in contravention of a management ban­ ning order under section 44F commits an offence and is liable on conviction on indictment to imprisonment for a term not exceeding 3 years or to a ﬁne not exceeding $100,000, or to both.
Subpart 4 (comprising sections 44F to 44P) was inserted, as from 25 October 2006, by section 24 Takeovers Amendment Act 2006 (2006 No 48).

See sec­ tions 31 and 32 of that Act for the transitional provisions.
64 Reprinted as at 1 April 2008 Takeovers Act 1993 Part 3 s 44K 44I Only one management banning order may be made for same conduct If conduct by a person constitutes grounds for making an order under any 1 or more of section 44F of this Act, section 60A of the Securities Act 1978, section 43F of the Securities Markets Act 1988, and section 383 of the Companies Act 1993, pro­ ceedings may be brought against that person under any 1 or more of those provisions, but no person is liable to more than 1 order under those provisions for the same conduct.
Subpart 4 (comprising sections 44F to 44P) was inserted, as from 25 October 2006, by section 24 Takeovers Amendment Act 2006 (2006 No 48).

See sec­ tions 31 and 32 of that Act for the transitional provisions.

(2) 44J Persons automatically banned from management (1) This section applies to a person if the person has been con­ victed of an offence against either section 44 or section 44C or a pecuniary penalty order has been made against the person under this Act for a contravention of the takeovers code.
The person must not, for the period of 5 years after the convic­ tion or making of the order (without the leave of the Court) be a director or promoter of, or in any way (whether directly or indirectly) be concerned or take part in the management of, an incorporated or unincorporated body (other than an overseas company, or an incorporated or unincorporated body, that does not carry on business in New Zealand).
(3) An individual who acts in contravention of this section com­ mits an offence and is liable, on conviction on indictment to imprisonment for a term not exceeding 3 years or to a ﬁne not exceeding $100,000, or to both.

Subpart 4 (comprising sections 44F to 44P) was inserted, as from 25 October 2006, by section 24 Takeovers Amendment Act 2006 (2006 No 48).

See sec­ tions 31 and 32 of that Act for the transitional provisions.
44K General provisions for bans and banning orders (1) The Registrar of the Court must, as soon as practicable after the making of a management banning order under section 44F,— give notice to the Registrar of Companies and the Panel (a) that the order has been made; and 65 Part 3 s 44L Takeovers Act 1993 Reprinted as at 1 April 2008 (b) give notice in the Gazette of the name of the person against whom the order is made and the period or dates for which the ban applies.
(3) (2) A person intending to apply for the leave of the Court under section 44G or section 44J must give to the Panel not less than 10 days’ written notice of that person’s intention to apply.

The Panel, and any other person that the Court thinks ﬁt, may attend and be heard at the hearing of the application.

Subpart 4 (comprising sections 44F to 44P) was inserted, as from 25 October 2006, by section 24 Takeovers Amendment Act 2006 (2006 No 48).
See sec­ tions 31 and 32 of that Act for the transitional provisions.

Orders to preserve assets to satisfy claims This heading was inserted, as from 25 October 2006, by section 24 Takeovers Amendment Act 2006 (2006 No 48).
44L When Court may prohibit payment or transfer of money, securities, or other property This section applies if— (a) an investigation is being carried out under this Act in relation to an act or omission by a person, being an act or omission that constitutes or may constitute a contra­ vention of this Act or the takeovers code; or a prosecution has begun against a person for a contra­ vention of this Act; or a civil proceeding has begun against a person under this Act.
(b) (c) The Court may, on application by the Panel or by an aggrieved person, make 1 or more of the orders listed in section 44M if the Court considers it necessary or desirable to do so for the purpose of protecting the interests of an aggrieved person.
In this section and section 44M,— aggrieved person means any person to whom a relevant per­ son is liable associated persons are— (a) persons who are relatives within the meaning of the In­ come Tax Act 2007 or de facto partners; or persons who are partners to whom the Partnership Act 1908 applies; or (b) (1) (2) (3) 66 Reprinted as at 1 April 2008 Takeovers Act 1993 Part 3 s 44M (c) (d) (e) bodies corporate that consist of substantially the same shareholders or are under the control of the same per­ sons; or a body corporate and a person who has the power, di­ rectly or indirectly, to exercise, or control the exercise of, the right to vote attached to 25% or more of the vot­ ing securities of the body corporate; or a body corporate and a person who is a director or prin­ cipal ofﬁcer of the body corporate liable means liable, or may be or become liable, to pay money (whether in respect of a debt, by way of damages or compensa­ tion, or otherwise) or to account for securities or other property relevant person means a person referred to in subsection (1).
Compare: Section 1323(1), Corporations Act 2001 (Aust.)

Subpart 4 (comprising sections 44F to 44P) was inserted, as from 25 October 2006, by section 24 Takeovers Amendment Act 2006 (2006 No 48).

See sec­ tions 31 and 32 of that Act for the transitional provisions.

Section 44L(3) associated persons paragraph (a): amended, on 1 April 2008, by section ZA 2(1) of the Income Tax Act 2007 (2007 No 97).
44M What orders may be made (1) The orders that may be made under section 44L are— (a) (b) (c) an order prohibiting the relevant person from transfer­ ring, charging, or otherwise dealing with money, secur­ ities, or other property held or controlled by the relevant person: an order prohibiting a person who is indebted to the rele­ vant person or to an associated person of the relevant person from making a payment in total or partial dis­ charge of the debt to, or to another person at the direc­ tion or request of, the person to whom the debt is owed: an order prohibiting a person holding money, securities, or other property, on behalf of the relevant person, or on behalf of an associated person of the relevant person, from paying all or any of the money, or transferring, or otherwise parting with possession of, the securities or other property, to, or to another person at the direction or request of, the person on whose behalf the money, securities, or other property, is or are held: 67 Part 3 s 44M Takeovers Act 1993 Reprinted as at 1 April 2008 (d) (e) (f) (g) (h) (i) an order prohibiting the taking or sending out of New Zealand by a person of money of the relevant person or of an associated person of the relevant person: an order prohibiting the taking, sending, or transfer by a person of securities or other property of the relevant person, or of an associated person of the relevant per­ son from a place in New Zealand to a place outside New Zealand (including the transfer of securities from a register in New Zealand to a register outside New Zealand): an order requiring the relevant person, or any person holding money, securities, or other property on behalf of the relevant person or an associated person of the relevant person, to pay or transfer money, securities, or other property to a speciﬁed person to be held on trust pending determination of the investigation, pros­ ecution, or civil proceeding: an order appointing,— (i) if the relevant person is a natural person, a re­ ceiver or trustee, having any
 powers that the Court orders, of the property or of part of the property of that person; or if the relevant person is a body corporate, a receiver or receiver and manager, having any powers that the Court orders, of the property or of part of the property of that person: (ii) if the relevant person is a natural person, an order re­ quiring that person to deliver up to the Court his or her passport and any other documents that the Court thinks ﬁt: if the relevant person is a natural person, an order pro­ hibiting that person from leaving New Zealand, without the consent of the Court.
(2) A reference in subsection (1)(e) or (g) to property of a person includes a reference to property that the person holds other­ wise than as sole beneﬁcial owner, for example,— (a) as trustee for, as nominee for, or otherwise on behalf of or on account of, another person; or in a ﬁduciary capacity.

(b) 68 Reprinted as at 1 April 2008 Takeovers Act 1993 Part 3 s 44P (3) An order may be expressed to operate for a speciﬁed period or until the order is discharged by a further order under this section.
Compare: Section 1323(1), (2A), (6), Corporations Act 2001 (Aust.)

Subpart 4 (comprising sections 44F to 44P) was inserted, as from 25 October 2006, by section 24 Takeovers Amendment Act 2006 (2006 No 48).

See sec­ tions 31 and 32 of that Act for the transitional provisions.
44N Interim orders (1) If an application is made to the Court for an order under section 44L, the Court may, if in the opinion of the Court it is desirable to do so, before considering the application, grant an interim order, being an order of the kind applied for that is expressed to have effect pending the determination of the application.

The Court must not require the applicant or any other person, as a condition of granting an interim order under this section, to give an undertaking as to damages.
In determining an application for the grant of an interim order, the Court must not take into account that the applicant is not required to give an undertaking as to damages.

Compare: Section 1323(3), (4), Corporations Act 2001 (Aust.)

(2) (3) Subpart 4 (comprising sections 44F to 44P) was inserted, as from 25 October 2006, by section 24 Takeovers Amendment Act 2006 (2006 No 48).

See sec­ tions 31 and 32 of that Act for the transitional provisions.
44O Relationship with other law (1) Nothing in sections 44L to 44N affects the powers that the (2) Court has apart from those sections.

This section has effect subject to the Insolvency Act 1967.

Compare: Section 1323(7), (8) Corporations Act 2001 (Aust.)

Subpart 4 (comprising sections 44F to 44P) was inserted, as from 25 October 2006, by section 24 Takeovers Amendment Act 2006 (2006 No 48).

See sec­ tions 31 and 32 of that Act for the transitional provisions.
44P Offence A person commits an offence who contravenes an order by the Court under section 44M or section 44N that is applicable to the person and is liable on conviction on indictment,— 69 Part 3 s 44Q Takeovers Act 1993 Reprinted as at 1 April 2008 (a) (b) to imprisonment to a in the case of an individual, term not exceeding 3 years or to a ﬁne not exceeding $100,000, or both: in the case of a body corporate, to a ﬁne not exceeding $300,000.

Compare: Section 1323(9), (10), Corporations Act 2001 (Aust.)
Subpart 4 (comprising sections 44F to 44P) is inserted, as from 25 October 2006, by section 24 Takeovers Amendment Act 2006 (2006 No 48).

See sections 31 and 32 of that Act for the transitional provisions.

Subpart 5—General Subpart 5 (comprising sections 44Q to 44X) was inserted, as from 25 October 2006, by section 24 Takeovers Amendment Act 2006 (2006 No 48).

See sec­ tions 31 and 32 of that Act for the transitional provisions.
44Q Jurisdiction of Courts in New Zealand The High Court has exclusive jurisdiction to hear and deter­ mine proceedings in New Zealand under this Act, other than proceedings for offences against this Act or appeals under sec­ tion 31G.

Subpart 5 (comprising sections 44Q to 44X) was inserted, as from 25 October 2006, by section 24 Takeovers Amendment Act 2006 (2006 No 48).

See sec­ tions 31 and 32 of that Act for the transitional provisions.
44R Court may order payment of Panel’s costs If the Panel brings proceedings under this Part and the Court makes any order against a person under this Part, the Court may also order that person to pay the Panel’s costs and ex­ penses in bringing the proceedings.

Subpart 5 (comprising sections 44Q to 44X) was inserted, as from 25 October 2006, by section 24 Takeovers Amendment Act 2006 (2006 No 48).

See sec­ tions 31 and 32 of that Act for the transitional provisions.
44S Orders to secure compliance The Court may, for the purpose of securing compliance with any order it makes under this Part, direct a person to do or refrain from doing a speciﬁed act.

Subpart 5 (comprising sections 44Q to 44X) was inserted, as from 25 October 2006, by section 24 Takeovers Amendment Act 2006 (2006 No 48).

See sec­ tions 31 and 32 of that Act for the transitional provisions.
70 Reprinted as at 1 April 2008 Takeovers Act 1993 Part 3 s 44V 44T Giving notice of applications for Court orders Before making an order under this Part, the Court may direct the person making the application for the order to— (a) give notice of the application to those persons the Court thinks ﬁt: publish notice of the application in the manner the Court thinks ﬁt.
(b) Subpart 5 (comprising sections 44Q to 44X) was inserted, as from 25 October 2006, by section 24 Takeovers Amendment Act 2006 (2006 No 48).

See sec­ tions 31 and 32 of that Act for the transitional provisions.

44U General provisions as to Court’s orders (1) An order under this Part may be made on the terms and con­ (2) ditions the Court thinks ﬁt.

The Court may revoke, vary, or suspend an order made under this Part on the terms and conditions the Court thinks ﬁt.
Subpart 5 (comprising sections 44Q to 44X) is inserted, as from 25 October 2006, by section 24 Takeovers Amendment Act 2006 (2006 No 48).

See sec­ tions 31 and 32 of that Act for the transitional provisions.
44V Persons entitled to appear before Court The following persons are entitled to appear and be heard at the hearing of an application to the Court under this Part: (a) (b) (c) the applicant: the Panel: if the speciﬁed company’s securities are, or were at the material time, quoted on a registered exchange’s mar­ ket, that registered exchange: the speciﬁed company: a person who is alleged to have suffered, or to be likely to suffer, loss or damage because of an alleged contra­ vention of this Act or the takeovers code (whether that person or another person makes the allegation): a person who was a security holder of the speciﬁed com­ pany at the time that the conduct to which the applica­ tion relates occurred: a person who, at any time within the period of 6 months before the making of the application, has made an offer or offers to acquire securities in the speciﬁed company in accordance with the takeovers code: (d) (e) (f) (g) 71 Part 3 s 44W Takeovers Act 1993 Reprinted as at 1 April 2008 a person directed to be given notice of the application: with the leave of the Court, any other person.
(h) (i) Subpart 5 (comprising sections 44Q to 44X) was inserted, as from 25 October 2006, by section 24 Takeovers Amendment Act 2006 (2006 No 48).

See sec­ tions 31 and 32 of that Act for the transitional provisions.
44W Knowledge of matters presumed if employee or agent knows matters In any proceedings under this Act, it is presumed, in the ab­ sence of proof to the contrary established on the balance of probabilities, that a person knew, at a material time, of any matter if, at that time, an employee or agent of that person knew of the matter in his or her capacity as employee or agent.
Subpart 5 (comprising sections 44Q to 44X) was inserted, as from 25 October 2006, by section 24 Takeovers Amendment Act 2006 (2006 No 48).

See sec­ tions 31 and 32 of that Act for the transitional provisions.

44X No pecuniary penalty and ﬁne for same conduct A person cannot be ordered to pay a pecuniary penalty and be liable for a ﬁne under this Act for the same conduct.
Subpart 5 (comprising sections 44Q to 44X) was inserted, as from 25 October 2006, by section 24 Takeovers Amendment Act 2006 (2006 No 48).

See sec­ tions 31 and 32 of that Act for the transitional provisions.

Part 4 Miscellaneous This Part 4 heading was substituted, as from 25 October 2006, by section 25 Takeovers Amendment Act 2006 (2006 No 48).

The previous cross­heading read “Miscellaneous provisions”.

See sections 31 and 32 of that Act for the transitional provisions.
Panel may grant exemptions The Panel may, in its discretion and on such terms and condi­ tions (if any) as it thinks ﬁt,— (a) exempt any person from compliance with any provision of the takeovers code; and exempt, from compliance with any provision of the takeovers code,— (i) (ii) (iii) any class of persons: any class of transactions: any class of offers.
(b) 45 (1) 72 Reprinted as at 1 April 2008 Takeovers Act 1993 Part 4 s 45 (2) An exemption under subsection (1)(a) may be granted in re­ spect of past or proposed acts or omissions.

(2A) An exemption under subsection (1)(b) may be granted in re­ spect of proposed acts or omissions.

(3) An exemption shall have effect according to its tenor.

(4) An exemption, and the Panel’s reasons for granting it, shall be notiﬁed in the Gazette as soon as practicable after being granted.
(4A) The Panel’s reasons for granting an exemption under subsec­ (5) (6) (7) (8) tion (1) must include— (a) (b) why it is appropriate that the exemption is granted; and how the exemption is consistent with the objectives of the takeovers code.

The Panel may defer notifying an exemption in the Gazette if the Panel is satisﬁed that it is proper to do so on the ground of commercial conﬁdentiality.
The Panel may defer notifying, or omit to notify, the reasons for granting an exemption in the Gazette if the Panel is sat­ isﬁed that it is proper to do so on the ground of commercial conﬁdentiality.

The Panel may vary any exemption granted under this section, and the provisions of this section shall apply, with necessary modiﬁcations, in all respects to the variation.

The Panel may revoke any exemption granted under this sec­ tion, and shall notify the revocation in the Gazette as soon as practicable.
Subsection (1) was substituted, as from 1 June 2001, by section 10(1) Takeovers Amendment Act 2001 (2001 No 30).

Subsection (1)(a) and (b) was amended, as from 1 December 2002, by section 37 Takeovers Amendment Act 2002 (2002 No 45) by substituting the words “takeovers code” for the words “Takeovers Code”.

Subsection (2) was amended, as from 1 June 2001, by section 10(2) Takeovers Amendment Act 2001 (2001 No 30) by inserting after the words “An exemp­ tion” the words “under subsection (1)(a)”.
Subsections (2A) and (4A) were inserted, as from 1 June 2001, by section 10(3) and 10(4) Takeovers Amendment Act 2001 (2001 No 30).

Subsection (4A) was amended, as from 1 December 2002, by section 37 Takeovers Amendment Act 2002 (2002 No 45) by substituting the words “takeovers code” for the words “Takeovers Code”.
73 Part 4 s 46 Takeovers Act 1993 Reprinted as at 1 April 2008 46 Regulations The Governor­General may from time to time, by Order in Council, make regulations for all or any of the following pur­ poses: (b) (c) (a) Prescribing an annual fee in respect of the funding of the Panel that is payable in accordance with section 17 of this Act: prescribing the fees and charges payable, or the rate at which fees and charges are to be calculated, for the purposes of this Act: (ca) without limiting paragraph (c), prescribing fees and charges that the Panel may require to be paid to it— (i) in connection with the exercise by the Panel of any power or function conferred on it by this Act: on an application to the Panel to exercise any power or function conferred on it by this Act: (ii) (cb) (d) authorising the Panel to require payment of any costs incurred by the Panel: Providing for such other matters as are contemplated by or necessary for giving full effect to the provisions of this Act and for its due administration.
Paragraph (a) was repealed, as from 1 June 2001. by section 11(1) Takeovers Amendment Act 2001 (2001 No 30).

Paragraph (c) was substituted, and paras (ca) and (cb) were inserted, as from 1 June 2001, by section 11(2) Takeovers Amendment Act 2001 (2001 No 30).

Amendment to Ofﬁcial Information Act 1982 [Repealed] Section 47 was substituted, as from 1 July 2001, by section 12(1) Takeovers Amendment Act 2001 (2001 No 30).
Sections 47 and 48 were repealed, as from 25 January 2005, by section 200 Crown Entities Act 2004 (2004 No 115).

Amendment to Public Finance Act 1989 [Repealed] Section 48 was substituted, as from 1 July 2001, by section 12(1) Takeovers Amendment Act 2001 (2001 No 30).

Sections 47 and 48 were repealed, as from 25 January 2005, by section 200 Crown Entities Act 2004 (2004 No 115).
47 48 74 Reprinted as at 1 April 2008 Takeovers Act 1993 Schedule Repeal of Companies Amendment Act 1963 The Companies Amendment Act 1963 is repealed.

49 (1) (2) Despite subsection (1), Part 1 of the Companies Amendment Act 1963 continues in force in respect of the acquisition of shares in a company in any case where notice of a takeover scheme has, before the commencement of this section, been served on the company under section 4 of the Companies Amendment Act 1963.
Section 49 was substituted, as from 1 July 2001, by section 12(1) Takeovers Amendment Act 2001 (2001 No 30).

50 Amendment to Public Finance Act 1989 [Repealed] Part 4 (comprising sections 47 to 50) was repealed, and a new Part 4 (comprising sections 47 to 49 was inserted, as from 1 July 2001, by section 12(1) Takeovers Amendment Act 2001 (2001 No 30).
Schedule Provisions applying to Takeovers Panel Section 18 Term of ofﬁce [Repealed] Clauses 1 to 3 were repealed, as from 25 January 2005, by section 200 Crown Entities Act 2004 (2004 No 115).

Continuation in ofﬁce after term expires [Repealed] Clauses 1 to 3 were repealed, as from 25 January 2005, by section 200 Crown Entities Act 2004 (2004 No 115).

Extraordinary vacancies [Repealed] Clauses 1 to 3 were repealed, as from 25 January 2005, by section 200 Crown Entities Act 2004 (2004 No 115).
Meetings of Panel 1 2 3 4 (1) (2) 75 Schedule Takeovers Act 1993 Reprinted as at 1 April 2008 (2A) (3) At any meeting of the Panel the quorum shall be 3 members.

Subclause (3) applies despite clause 9 of Schedule 5 of the (4) Crown Entities Act 2004.

Subclause (1) was repealed, as from 25 January 2005, by section 200 Crown Entities Act 2004 (2004 No 115).

Subclause (2) was substituted, as from 1 June 2001, by section 13(1) Takeovers Amendment Act 2001 (2001 No 30).
Subclause (2) was repealed, as from 25 January 2005, by section 200 Crown Entities Act 2004 (2004 No 115).

Subclause (2A) was inserted, as from 1 June 2001, by section 13(1) Takeovers Amendment Act 2001 (2001 No 30).

Subclause (2A) was repealed, as from 25 January 2005, by section 200 Crown Entities Act 2004 (2004 No 115).

Subclause (4) was inserted, as from 25 January 2005, by section 200 Crown Entities Act 2004 (2004 No 115).
Chairperson [Repealed] Clauses 5 to 10 were repealed, as from 25 January 2005, by section 200 Crown Entities Act 2004 (2004 No 115).

Voting at meetings [Repealed] Subclause (3) was amended, as from 1 June 2001, by section 13(2) Takeovers Amendment Act 2001 (2001 No 30) by inserting the words “or, of a division of the Panel, as the case may be,” after the ﬁrst occurrence of the word “Panel”.

Clauses 5 to 10 were repealed, as from 25 January 2005, by section 200 Crown Entities Act 2004 (2004 No 115).
Procedure [Repealed] Clauses 5 to 10 were repealed, as from 25 January 2005, by section 200 Crown Entities Act 2004 (2004 No 115).

Employees of Panel [Repealed] Clauses 5 to 10 were repealed, as from 25 January 2005, by section 200 Crown Entities Act 2004 (2004 No 115).

5 6 7 8 76 Reprinted as at 1 April 2008 Takeovers Act 1993 Schedule 9 10 Employment of experts [Repealed] Clauses 5 to 10 were repealed, as from 25 January 2005, by section 200 Crown Entities Act 2004 (2004 No 115).
Remuneration and travelling allowances [Repealed] Clauses 5 to 10 were repealed, as from 25 January 2005, by section 200 Crown Entities Act 2004 (2004 No 115).

77 Takeovers Act 1993 Reprinted as at 1 April 2008 Takeovers Amendment Act 2006 Public Act Date of assent Commencement 2006 No 48 24 October 2006 see section 2 Title This Act is the Takeovers Amendment Act 2006.

Commencement This Act comes into force on the day after the date on which it receives the Royal assent.
1 2 (1) (2) However, the following provisions only come into force on a date to be appointed by the Governor­General by Order in Council: (a) new sections 44B, 44C, 44D, and 44E of the Takeovers Act 1993 as inserted by section 24: section 29.

(b) For the purposes of subsection (2), 1 or more orders may be made bringing different provisions into force on different dates.
Section 2(2)(a): sections 44B to 44E of the Takeovers Act 1993 as inserted by section 24 brought into force, on 29 February 2008, by clause 2(1) of the Takeovers Amendment Act 2006 Commencement Order 2007 (SR 2007/368).

Section 2(2)(b): section 29 brought into force, on 29 February 2008, by clause 2(2) of the Takeovers Amendment Act 2006 Commencement Order 2007 (SR 2007/368).
Transitional provisions Transitional provision for acquisitions made or committed to before commencement of this section No amendment made by this Act requires a person to comply with the principal Act or the code— (a) by reason only of the fact that, on the commencement of this section, a particular proportion of securities have been acquired in a speciﬁed company, whether by that person or any other person before the commencement of this section; or by reason of the acquisition of securities in a speciﬁed company, whether by that person or any other person, (b) (3) 31 78 Reprinted as at 1 April 2008 Takeovers Act 1993 on or after the commencement of this section, if the acquisition arises from the performance of a contractual obligation incurred, or the exercise of a right acquired, before the commencement of this section.
32 (1) (2) Transitional provision for existing offences and contraventions The principal Act and the code continue to have effect as if they were not amended by this Act for the purpose of— investigating an existing offence or contravention: (a) commencing or completing proceedings for an existing (b) offence or contravention: imposing a penalty or other remedy, or making an order, in relation to an existing offence or contravention.
In this section, existing offence or contravention means an offence under, or contravention of, the principal Act or the code that was committed or done before the commencement of this Act.

(c) 79 Notes Takeovers Act 1993 Reprinted as at 1 April 2008 Contents 1 2 3 General About this eprint List of amendments incorporated in this eprint (most recent ﬁrst) General This is an eprint of the Takeovers Act 1993.

It incorporates all the amendments to the Takeovers Act 1993 as at 1 April 2008.
The list of amendments at the end of these notes speciﬁes all the amendments incorporated into this eprint since 3 September 2007.

Relevant provisions of any amending enactments that contain transitional, savings, or application provisions are also included, after the Principal enactment, in chronological order.

About this eprint This eprint has not been ofﬁcialised.
For more information about ofﬁcialisation, please see "Making online legislation ofﬁcial" under "Status of legislation on this site" in the About section of this website.

List of amendments incorporated in this eprint (most recent ﬁrst) Income Tax Act 2007 (2007 No 97): section ZA 2(1) Takeovers Amendment Act 2006 (2006 No 48) Notes 1 2 3 80